Unlocking - Kesar Petroproducts€¦ · as the market for pigments is growing annually at the rate of population growth, the considerably larger dyes market is de-growing. What makes

UnlockingKesar Petroproducts Limited | Annual Report 2016-17

Forward-looking statementIn this highlights we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements - written and oral - that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. Wherever possible, we have tried to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in assumptions. The achievement of results is subjects to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Company Review

03 Corporate identity

04 Our growth over the years

06 Our message to shareholders

10 Director’s review

12 How we do business

15 Our performance ambition

16 Management Discussion and Analysis

Governance

20 Corporate Information

21 Notice

27 Board’s Report

Financial Statements

56 Independant Auditors’ Report

62 Balance Sheet

63 Statement of Profit & Loss

64 Cash Flow Statement

65 Notes to Financial Statements

At Kesar Petroproducts, there is one operative word around which the Company is expected to revolve across the foreseeable future.The word is ‘unlocking’.Unlocking installed capacity.Unlocking the value-chain.Unlocking export prospects.Unlocking operational efficiencies.Unlocking the value of client relationships.

Through this singular focus, the Company intends to enhance stakeholder value in a sustainable way across the foreseeable future.

Kesar Petroproducts’ unlocking-driven approach helped sales increase 20% to C173.33 crores while operating profit increased 67% to C25.90 crores in FY17.

Our leadership team

Mr. Dinesh Sharma

Law graduate and Chartered Accountant with 2+ decades of industry experience. Expertise helped Company emerge as a large quality-driven products supplier.

Mr. Gajanan Bhavdekar

Post Graduate in Organic Chemistry. Associated with the Company for seven years. Experience of 43 years in R&D, production, technical service and pigment marketing (India and abroad).

Mr. Kanayo D. Fatnani

B.Tech with 40-year industry experience. Handled variety of industrial projects.

FY17

FY16

FY15

FY14

173.32

144.04

145.77

153.16

FY17 8.10

FY15 5.92

FY16 3.59

3.63FY14

Export as % of revenues (%)

Sales (D /crore)

Definition This is derived by dividing exports by revenues expressed as a percentage.

Why we measure This indicates our export competitiveness and the ability to spread revenues across a larger customer and geographic spread.

PerformanceThe Company’s exports as a percentage of revenues have been consistently high, indicating superior quality and export competitiveness.

DefinitionSales growth net of excise duties.

Why we measureThis measure reflects the result of our capacity to understand market needs and service them with corresponding manufacture, relevant brands, dealer engagement and supply chain – virtually the entire supply chain.

PerformanceThe Company has been achieving steady growth in its sales over the last few years, a result of quality products delivery to customers.

C25.90 C173.33 C20.08 67%Operating profit, FY17

(D Crores)Sales, FY17 (D Crores)

Profit after tax, FY17 (D Crores)

Growth in EBITDA margin, FY17

(%)

02 I Kesar Petroproducts Limited

Cleaner colours

These two words imply enhanced purity on the one hand and clean manufacturing processes on the other.

At Kesar Petroproducts Limited, we account for 8% of the global CPC Blue Crude (and downstream products) market due to a high quality commitment.

Besides, the Company has invested in regulatory-complying processes and practices.

About us

Kesar Petroroducts was established in 2010 (incorporating the business of Shreyas Intermediates Limited). The Company is among leading Indian manufacturers of Phthalocyanine Blue Crude and downstream products.

At Kesar Petroproducts, we possess state-of-the-art manufacturing capabilities and cutting-edge technologies; the result is high product quality, timely delivery and enduring stakeholder relationships.

Kesar Petroproducts addresses the growing needs of pan-India clients as well as those in 15 countries.

Our vision

With an extensive experience and high quality products, we aim at becoming the one-point contact in the Phthalocyanine industry. We are constantly thriving and working towards efficient manufacturing capabilities, continuous innovation, better environment management situation and economic viability.

Our product portfolio and manufacturing capacities

Our listing

Kesar’s shares are listed and actively traded on the Bombay Stock Exchange; the Company enjoyed a market capitalisation of C423.43 crores as on 31st March 2017.

Our prominent clients

Sudarshan Chemicals

Unilex Colours & Chemicals

Limited

Jaysynth

Alliance Organics LLP

Heubach

Sun Chemical

Kolorjet Chemicals Private

Limited

Mallak

Hindprakash Tradelinks

Private Limited

Rasayano

Pigments

Product Capacity*

CPC Blue Crude 18000

Alpha Blue 2400

Beta Blue 3600* Capacity (MTA)

Dye intermediates

Product Capacity*

K-Acid 840

Gamma Acid 360

Vinyl Sulphonate 1200

Sulpho VS 600* Capacity (MTA)

Our pigment applications

Inks Rubber Plastic Textiles Paints

The result is that Kesar Petroproducts is a modern, forward-looking company poised for attractively sustainable growth.

Annual Report I 03

FY14

FY15

FY16

FY17

1.51

4.97

10.7

3

14.9

7Definition The production as a percentage of the Company’s overall manufacturing capacity.

Why we measureThis measure indicates the extent of utilisation achieved as well as the extent of utilisation left to be achieved (operating leverage) – an index of the Company’s achievement and potential

PerformanceThough the Company has shown a steady rise in the capacity utilisation, there is still an enormous untapped potential for aggressive expansion.

DefinitionWhat the Company earned before the deduction of interest, depreciation, extraordinary items and tax.

Why we measureThis measure is an index of the Company’s operating profitability (as distinct from financial), which can be easily compared with sector peers.

PerformanceThe Company’s operating profit grew substantially over the last four years, which is a result of enhanced asset utilisation.

DefinitionThe movement in percentage points in operating profit before interest, depreciation, exceptional items and tax when divided by the Company’s revenues.

Why we measureThis movement indicates whether the business is becoming efficient. Kesar is focused on a consistent increase in operating margins.

PerformanceThe Company’s margin increased every single year through the last five years. This was the result of higher asset productivity across the business.

FY14

FY15

FY16

FY17

24.3

4

21.2

8

26.3

5

39.2

6

Capacity utilisation (%) (CPC including

pigments)

Operating profit (C /crore)

Operating margin (%)

THIS

IS H

OW

WE

HAV

E G

ROW

N O

VER

THE

YEA

RS

FY14

FY15

FY16

FY17

2.31

7.25

15.4

5

25.9

0


DefinitionThis is derived through the ratio of debt to net worth (less revaluation reserves).

Why we measure This is one of the defining measures of a company’s financial health, indicating the ability of the Company to remunerate shareholders over debt providers (the lower the gearing the better). In turn, it indicates the ability of the Company to sustain growth in profits, margins and shareholder value.

Performance The Company’s gearing moderated from a peak of 0.53 in FY14 to 0.44 in FY17.

Definition This surplus is derived after all expenses and provisions have been deducted.

Why we measure This indicates our surplus available for reinvestments and shareholder reward.

PerformanceThe Company’s profit after tax strengthened ~66%% in FY17, enhancing its accruals available for reinvestment.

Definition What the Company earned before the deduction of interest, depreciation, extraordinary items and tax.

Why we measureThis measure is an index of the Company’s operating profitability (as distinct from financial), which can be easily compared with sector peers.

Performance The Company’s net worth increased from C65.79 crore in 2015-16 to C88.23 crore in 2016-17.

Definition This is derived by dividing profit after tax by the number of equity shares outstanding.

Why we measure This represents a simple index of whether the Company is enhancing value for shareholders or not.

Performance The Company’s EPS strengthened from C1.31 in 2015-16 to C2.08 in 2016-17 following an increase in profit after tax and no equity dilution.

Debt-equity ratio (x)

Net worth (C /crore)

Profit after tax (C /crore)

Earnings per share (C)

FY14

FY15

FY16

FY17

0.53

0.11

0.45

0.44

FY14

FY15

FY16

FY17

1.66

5.1

12.1

20.0

8

FY14

FY15

FY16

FY17

9.45

41.8

9

65.7

9

88.2

3

FY14

FY15

FY16

FY17

2.28

7.02

1.31

2.08

Annual Report I 05

OUR MESSAGE TO SHAREHOLDERS

“We expect to unlock value and emerge as one of the best-known CPC players in the world coupled with a growing non-CPC play”

C20.08during the year under review

(C crore)

Profit after tax


What makes pigment prospects compelling is that it accounts for a mere 2% of the overall colours market, indicating a vast operating leverage that can keep the sector growing sustainable for years to come.

We are excited in presenting in presenting prospects of an absolutely transformed Kesar Petroproducts.

The present management of the Company assumed control in 2014 when prospects for the Company appeared grim.

The Company had reported aggregated net losses of C49.18 crore till 2008-09 and the Company had been referred to the Board of Industrial and Financial Reconstruction (BIFR).

We are pleased to report that despite all apprehensions, the new management of Kesar Petroproducts has succeeded in steering the Company around capped by a profit after tax of C20.08 crore during the year under review.

The principal message that we wish to send out to our shareholders is that this turnaround is not one-off and transitory; the transformation in our profitability is sustainable and represents a foundation on which we expect to grow our year-on-year prospects across the foreseeable future.

Three overarching trendsThis overview will largely focus on three overarching sectoral trends that augur well for our business across the foreseeable future.

Secular colour-driven trend: As the world gets younger in some of the more populated geographies, there is a fundamental movement towards colour-vibrancy, which, in turn, is related to the need for feel-good; besides, printing technologies have become increasingly versatile, making it possible to reproduce virtually any colour on demand through a stronger interplay of information technology. As designers

become more nuanced – and hence more demanding – in their colour requirements leading to product and brand differentiation, there is a cascading impact on pigment manufacturers to deliver products of a consistently high quality.

Greener material: There is a growing recognition that in the world of colours, there will be a larger role for modern-day pigments over conventional dyes on the grounds of environmental integrity, cleaner technology-driven textile processing and richer tonal impact. The traction is reflected in the numbers: even as the market for pigments is growing annually at the rate of population growth, the considerably larger dyes market is de-growing. What makes pigment prospects compelling is that it accounts for a mere 2% of the overall colours market, indicating a vast operating leverage that can keep the sector growing sustainably for years to come.

Make in India: We are finally seeing a weakening in China’s CPC competitiveness; this is creating an attractive window of opportunity for robust Indian pigment manufacturers. Over the last few years, an increased investment in environment compliance within China’s

pigments sector coupled with a sharp increase in wages, has affected China’s global CPC market share. Nimble Indian pigment manufacturers have capitalised and their competitiveness is reflected in the fact that some have even begun to export to China.

Our vision At Kesar Petroproducts, we believe we have a significant market-leading role to play in this transformation. A near-9% share of the global CPC market makes us one of the largest global players in this space; across the foreseeable future, we expect to enhance our capacity utilisation and value-addition with the objective to unlock value and emerge as one of the best known CPC players in the world coupled with a growing non-CPC play that enhances value for all those associated with our company.

Annual Report I 07

We were a BIFR company until 2014

A new management assumed control in

2008.

The technocrat management demonstrated

hands-on control

It leveraged three decades of rich industry

experience

It tightened controls, growing

the business despite restrictions

The Company was turned around within

2 years of effective acquisition

We were largely a CPC company a few years ago

We possessed around 8% of

the global CPC capacity

We selected to invest in

downstream capacities instead

We widened the value-chain; we

sought to increase margins

We enhanced EBITDA margin from 10.73% to

14.97% in 2016-17.

We declined to a capacity utilisation of 20%

Our principal objective was to

enhance capacity utilisation

The promoters infused funds; the Company made a QIP of equity shares

We ploughed accruals into

working capital

The combination enhanced capacity

utilisation every year in the last 4

years

Capacity utilisation peaked at 32.23%

in 2016-17, improving profits

We were once completely India-focused

We are a completely India-focused

pigments company

The Company exported for the first time in 2014

Exports increased to 8.1% of

revenues in 2016-17

The Company intends to generate 10% revenues from

exports

A Indian and global footprint could enhance

de-risking

How we have transformed over the years


High environment compliance; no

effluents discharges

6667% of revenues

derived from clients of five years or morereasons we

are optimistic of Kesar

Petroproducts

Increase in capacity utilisation to drive

ROCE

No debt on the books

Adequate unused in-factory land area

Margins kicker from strategic value-addition

from Q1 FY18

Annual Report I 09

DIRECTOR’S REVIEW

“Kesar Petroproducts is at an inflection point when the complement of cash accruals and bank financing of working capital are expected to drive revenue growth”

Mrs. Snehlata D. Sharma, Director, explains the robustness behind the

Company’s 2016-17 performance

Enhanced business sustainability in 2016-17

Commissioned a 300 TPM beta facility in January 2017

Debottlenecked existing alpha blue capacity – from 80 TPM to 125 TPM

Maintained receivables cycles of 45 days of turnover equivalent

Business at a take-off point

Higher capacity utilisation projected for 2017-18

Revi

ew in

brie

f


Q: Were you pleased with the performance of the Company during the year

under review?A: The Company reported profitable growth during the year under review – revenues grew 19.57% and profit after tax strengthened 66%. While reporting this growth, the Company outperformed its sectoral growth average a number of times over, validating the robustness of its differentiated business model.

Q: What was the principal achievement of the Company during the year under review?A: The principal achievement of the Company was graduating what appeared to be a one-off performance improvement towards robust business sustainability. I cannot over-emphasise the import of this focus: the Company was loss-making until 2007; the new technocrat promoters assumed management control in 2014, the Company largely addressed survival issues and it is only during the financial year under review that the Company made a significant leap in its mindset and performance: towards business continuity.

Q: What initiatives are likely to strengthen the Company’s business sustainability?A: At Kesar Petroproducts, we believe that the foundation of all enduring sustainability is essentially derived from the ability to commission additional capacity at a cost that is considerably lower than the prevailing capital cost per tonne.

The Company commissioned a new 300 TPM beta facility in January 2017. There are various ways in which this plant will strengthen our business sustainability: the facility represents a value-addition over our established CPC manufacturing capacity; the plant was commissioned in eight months as against a prevailing benchmark of 18 months; the plant was funded completely from accruals, which is the cheapest form of capital for any business; the product portfolio makes it possible for us to market additional products, mitigating an excessive dependence on CPC, our building block.

During the year under review, the Company debottlenecked its existing alpha blue capacity – from 80 TPM to 125 TPM (operational from June 2018). The increase in capacity was undertaken with a number of objectives in mind: increase the revenue proportion of this value-added product, capture a larger share of the customer’s wallet and commission capacity through accruals at a cost that was a fraction of the prevailing greenfield capital cost per tonne.

Through these two objectives, I am optimistic that we have laid the ground for increased revenues, margins and surpluses in a sustainable way across the foreseeable future.

Q: What were some of the things that could have been done better?A: Clearly capacity utilisation! Permit me to provide a background for this. When the present management

assumed control in 2014, Kesar Petroproducts was a BIFR company. The result was that the Company did not enjoy any banking facility in terms of access to working capital financing. In this challenging environment the Company was restricted to growing its business only through accruals. As growth was rigorously controlled and incremental, the Company was restricted to capacity utilisation of a mere 37% for its building block (CPC). From one perspective the Company could have done considerably better in enhancing its capacity utilisation (had it succeeded in mobilising additional working capital financing); on the other hand, we believe that the Company has done remarkably well in reporting an attractive profit growth at a low capacity utilisation, which is indicative of a compellingly low break-even point, the basis of our business sustainability.

Q: What was the critical driver of the Company’s successful performance during the year under review?A: There was a prudent interplay of various business-strengthening initiatives: superior products quality, rigorous environment compliances, stable customer relationships and growing customer wallet share translating into a receivables cycle of 45 days of turnover equivalent, which was virtually half the prevailing industry average. In turn, the quicker receivables inflow made it possible to accelerate complete product turns, which was,

within the circumstances, the only feasible way in which the Company could increase revenues, margins and profits.

Q: What is the outlook for the Company’s business?A: The outlook for the Company’s business is positive for some good reasons: the cooling period between the time the Company exited BIFR and the time when it can mobilise bank funds has come to an end; the Company is at the point when it can prospect for working capital financing from banks with the objective to procure a larger quantum of raw materials, increase capacity utilisation and report higher revenues.

The Company de-bottlenecked its alpha blue capacity resulting in a production increase by more than 50% during the first quarter of the current financial year; besides, the Company intends to launch two new products that will serve as raw materials for dyes with an aggregate capacity of 250 TPM and an annual revenue potential of C100 cr.

Kesar Petroproducts is at an inflection point in its existence when the complement of cash accruals on the one hand and bank financing of working capital is expected to drive revenue growth. We believe that by 2019-20, the Company’s fully-utilised capacities should be in a position to generate peak revenues of nearly C700 crore at margins higher than the prevailing levels, translating into enhanced value for those associated with or our company.

Q/A

Annual Report I 11

How we do businessThis is a perspective of how Kesar Petroproducts is reconciling diverse realities – economy robustness, sectoral stability and corporate fundamentals – to enhance stakeholder value.

GDP growthIndia’s growth is projected

to be among the fastest

growing global economies

between 2016 and 2020;

the country is projected to

emerge as the third largest

economy in the world by

2030, its GDP approximately

trebling to $7 trillion by 2030

(Source: Oliver Wyman)

Narrow product selectionThe Company is responding

to the sectoral opportunity

with a relatively small

portfolio of pigment

products – CPC, beta blue

and alpha blue – that has

enhanced corporate focus

Growing Indian competitivenessThe Indian pigments sector

is becoming increasingly

competitive following

an increase in wage and

environment compliance costs

in China; Indian exports have

subsequently increased

UrbanisationThe World Bank Group

estimates the share of India’s

population living in areas in

urban-like surroundings to be

approximately 55% and rising,

enhancing consumption.

InflationIndia’s inflation has moderated to

5%–6% since 2014, moderating

interest rates and strengthening

consumer spending

Customer valueThe Company has

complemented product

manufacture with the ability

to customise products around

specific grades, attracting terms

of trade, suitable packaging

and timely delivery

Stronger environment complianceThe pigments sector is marked

by a growing environment

compliance priority, reflected

in proactive investment in

relevant assets, infrastructure,

systems and training

FDIEven as foreign direct

investment into India steadily

increased from approximately

USD 24 billion in calendar year

2012 to approximately USD

46.4 billion in calendar year

2016, it accounted for only

approximately 2% of India’s

GDP in 2015

Scale The Company invested in large

manufacturing scale (largest

Indian CPC manufacturer with

8% of global capacity), related

economies, brand visibility and

supplier of first (or high) recall

Riding downstream sectors Pigments are largely used in the

printing inks, paints and textile

sectors. Increased consumption

is expected to catalyse the

market for each, strengthening

the relevance of pigments

DemographicsIndia’s workforce is estimated

at the second largest in the

world comprising 860 MM

15–64 year olds accounting

for approximately 66% of

the total population (Source:

The World Bank Group), a

robust consumption-driving

population. India is expected

to overtake China to have the

world’s largest workforce by

2026 (Source: The World Bank)

Controlled growth During the last few years

when working capital access

was limited, the Company

responded with controlled

growth even as customer

product appetite was larger

than the Company’s production

Customer wallet share The Company’s objective is to

work with large, growing and

credible clients (marked by

no bad debts), progressively

growing its customer wallet

share

The national landscape

The landscape of our sector

Corporate priorities

1

2

3


Rising youth literacyIndia’s youth literacy levels

have increased from 81.1% in

2006 to 89.7% in 2015 (Source:

UNESCO); gross enrolment ratio

for tertiary education increased

from 11.5% in 2006 to 23.9%

in 2013 (Source: UNESCO),

strengthening the foundation

for increased incomes and

consumption

Product mix evolutionThe Company intends to launch

two products during the current

financial year, completing

its medium-term portfolio

and selecting to consolidate

capacities thereafter

Net worth-drivenThe Company’s business was

net worth-driven (accruals

and QIP proceeds); with

bank restrictions easing, the

Company intends to mobilise

low-cost working capital to

accelerate growth

Consumption baseThe number of India’s middle-

class households has grown

from 65 MM in 2006 to

more than 75 MM in 2015,

catalysing consumption

(Source: Euromonitor) and a

2.9x increase in per capita

private consumption (Source:

Economist Intelligence Unit)

Progressively globalThe Company has principally

been an India-focused pigment

supplier, now intending to

grow its global presence (from

4% of global revenues, FY17,

to 10%, FY19), moderating its

geographic risk

Shift from dyes to pigmentsThere is a growing traction for

pigments over dyes on account

of its relative environment-

friendliness (in terms of

moderated water consumption

and corresponding effluents

generation)

Low Indian global exposureIndia’s exports as a proportion

of the overall global pigments

sector is small when compared

with its cost-competitiveness,

a mismatch that could soon

correct

Rigorous vendor appraisalPigment purity has a deep

bearing on the quality of

downstream products; any

purity variation can affect

end product brand, making

vendor appraisal, selection and

retention critical

Enduring customer relationshipsThe pigments business

is marked by stable and

enduring vendor-customer

relationships; the business is

marked by a high proportion

of annual revenues from long-

standing clients

Rising employment India’s unemployment has

declined from approximately

12% in early 1990s to

approximately 5.5% (Source:

Oxford Economics).

PedigreeThe Company enjoys a strong

industry insight through hands-

on technocrat promoters and

a knowledge pool of senior

executives with multi-decade

sectoral experience

ReformsThe passage of Goods and

Services Tax, enhancing

business ease, launch of

industrial corridors, as well

as the launch of Start-up

India, Make in India, Skill India,

Digital India and India Stack

are expected to catalyse the

country’s economic growth.

In-house technologyThe Company fabricates core

equipment used in pigment

manufacture, strengthening

its insight into machine-

product compatibility,

moderating capital costs and

shrinking commissioning

tenures

Annual Report I 13

65%25%

5%5%

Inks Paint

Plastics colouringTextiles

Outcome of our business model

CompetitiveThe Company’s project cost

per tonne was C3.75 crores as

on 31 March 2017 compared

with a corresponding

greenfield per tonne project

commissioning cost of C7

crore – an attractive buffer

Debt-free

The Company was debt-free

(long-term and short-term) as

on 31 March 2017. The result

is that the Company’s interest

coverage ratio was a high 103.2

in 2016-17, strengthening

viability

Revenue visibilityThe Company’s sales profile

is marked by stable customer

relationships; revenues from

customers of five years or more

was an assuringly high 67% in

2016-17

Value-additionFollowing the expansion

programme carried out in

January 2017, the Company

reported increased margins

– 14.20% EBITDA, Q4, FY17 to

23.30% EBITDA, Q1, FY18 (post-

Balance Sheet development)

4

Value Pyramid

Beta Blue Alpha

(200 TPM)

Beta Blue (300 TPM)

CPC (1500 TPM)

Our sectoral product allocation

Our evolving product mix

Growing value-addition

Growing exports

20 40 60% of revenues from non-CPC products,

2015-16

% of revenues from non-CPC products,

2016-17

% of revenues from non-CPC products, 2017-18 (estimated)

3.59 8.10% of revenues from

exports, 2015-16% of revenues from

exports, 2016-17

10% of revenues from

exports (est), 2017-18

1990 2012 2014Bisphenol-A Cuprous chloride CPC


Probable goal contributors

Intended investments Measuring our performance ambition

Competitive capacity creationThe Company creates

capacities with speed (quicker

than the sectoral benchmark)

and at a competitive cost

(lower than the sector

benchmark), its foundation of

business sustainability

New products: The

Company intends to launch

two products in FY18,

creating multiple revenue

engines

Working capital: The

Company intends to plough

accruals into working capital

as well, enhancing resources

that could lead to increased

production (and hence

revenues and profitability)

Fiscal austerityThe Company has

demonstrated business

growth with no external

working capital access,

showcasing its fiscal capability

in challenging circumstances;

the Company intends to

mobilise external working

capital, accelerating growth

from this point onwards

Value chain The Company will strengthen

its value-chain through the

downstream manufacture of

products extending beyond

CPC (building block)

Increased capacity utilisation As capacity utilisation

increases from 39.26% in FY17

(CPC including pigments) to

an estimated 45% in FY18,

this could result in enhanced

output and profitability

(increased RoCE)

Our performance ambition

At Kesar Petroproducts, our performance ambition is to create a solid and enduring company respected for its ability to create sustainable value for all its stakeholders

Overall goal : The Company intends to emerge as a C700 crore revenues company by FY20

Profitable growth

Total income: Grew 19.57% in 2016-17

EBITDA: Grew by 67% in 2016-17.

Consistent value creation

Return on average invested capital: Grew 22.40% to 28.75% in

2016-17

Market capitalisation: Grew from C412.79 crore as on

31 March 2016 to C423.43 crore

as on 31 March 2017

Financial mechanics

Average cost of debt: Nil, 2016-17

Debt-equity ratio: 0.44 as on 31 March 2017

Interest cover: 103.2x as on 31 March 2017

Annual Report I 15

Management Discussion and Analysis

The pace of global economic activity was

mixed in 2016 as a number of crosswinds

affected re-acceleration. The year was

marked by the United Kingdom’s decision

to exit the European Union and the

election of Donald Trump as the American

President. Within advanced economies,

comprising the US, Europe and Japan,

a protracted monetary policy support

and return to fiscal neutrality dictated

accelerating output. In countries outside

the advanced economies, the sources of

slower growth comprised commodity price

declines, overhangs from erstwhile credit

growth and political turmoil.

Global growth was 3.2% in 2016. Long-

term prospects of emerging market

The Indian economy slowed in 2016-17 to

7.1% from 8% in FY2015-16, largely owing

to the currency demonetisation in the

third quarter of the financial year under

review. However, the general undercurrent

continued to be optimistic; India’s

consumer confidence index stood at 136 in

Q4 2016, the highest in the world.

India retained its position as the fastest

growing major economy in the world

catalysed by strong consumption growth

and enhanced government spending.

Inflation declined on account t of a decline

in food inflation. This facilitated a 50 basis

points rate cut by the RBI in 2016-17. A

declining vulnerability on the external and

fiscal front and fiscal consolidation by the

government enhanced investor confidence

that translated into record net foreign

exchange inflows.

The year under review was also marked by

the government’s demonetisation initiative

and the preparatory work related to the

introduction of the goods and services

Tax (GST). While the first initiative focused

on eliminating the parallel economy,

the second is expected to transform the

country’s taxation structure.

OutlookIndia’s growth is projected to be among the

fastest growing global economies between

2016 and 2020; the country is projected

to emerge as the third largest economy in

the world by 2030, its GDP approximately

trebling to $7 trillion by 2030 (Source: Oliver

Wyman). The adoption of the Goods and

Service Tax promises to create a unified

taxation regime. This could enhance the

efficiency of production and movement of

goods and services across India.

Normal 2017 monsoons and reduced

commodity prices are expected to catalyse

economic growth. Finally, the Central

Government’s policies towards achieving

fiscal consolidation, reforming the

agricultural sector and the labour market

and moderating inflation are expected to

accelerate India’s economic growth over

the medium-term.

The Asian Development Bank expects the

Indian economy to grow at an accelerated

7.4% in 2017-18 and 7.6% in 2018-19,

retaining its position as the world’s fastest-

growing major economy. (Source: IMF, World

Bank, RBI, IBEF)

economies improved following a decline in

interest rates in advanced economies and

firming commodity prices.

Asia and India demonstrated robust

growth. The currencies of advanced

commodity exporters have also

strengthened, reflecting the firming

of commodity prices; however, several

emerging market currencies depreciated

substantially.

OutlookThe global economy entered its sixth

stagnation year with growth estimates for

2017 continuing to trend its retrospective

average. Global growth is expected to rise

from 3.2% in 2016 to 3.5% in 2017 and

3.6% in 2018, driven by stronger economic

activity, expectations of robust global

demand, reduced deflationary pressures

and optimistic financial markets.

(Source: IMF).

Global economic overview

Indian economic overview

Growth 2016 2017(E) 2018 (P)

Global economy 3.2% 3.5% 3.6%

Advanced economies 1.7% 2.0% 1.9%

Emerging market and developing economies 4.3% 4.6% 4.8%

(Source: IMF)


The global pigment market witnessed

significant growth over the past few

years owing to developments in end

user industries like paints & coatings,

construction, etc. and increased demand

for specialty products. This trend is likely

to continue due to advancements in new

coating technologies and the availability of

superior alternatives for synthetic inorganic

pigments. According to an August 2016

report by Global Market Insights, the

global pigments market was worth $12.7

billion in 2015 and projected to grow at a

compound annual growth rate (CAGR) of

4.5% through 2024.

Asia-Pacific accounts for almost half of

the global consumption of pigments and

expected to increase its share on the back

of a rapidly growing middle-class in China

and India. Eastern Europe, Middle East and

South America could see demand increase

by more than 3% per annum, contributing

to the growth.

The chemical industry in India is the third

largest producer in Asia and the sixth

largest in the world. The Indian chemical

industry is expected to double its share in

global chemical industry to 5-6% by 2021

registering a growth of 8-9% across the

decade.

Specialty & high performance pigments,

including phosphorescent products,

are used as safety way guidance in

underground railway stations and public

places. Increasing construction spending,

particularly in BRIC nations, will drive

growth.

OutlookThe global pigments market is expected to

continue growing through at least 2018,

according to multiple market analyses and

reports. The global pigments market is

expected to generate $34.2 billion through

2020. Organic as well as inorganic pigments

are expected to see significant growth as

they are intrinsically linked to the growth of

the construction industry.

Industry overview

Key market figures

AZO Pigments MarketIn 2016, the global organic pigments market was dominated by the AZO

pigments market with a market share of

53.4%

Printing InksThe global organic pigments market for printing inks is expected to reach

$4,129.5million by 2021

Sustainable PaintsGrowing prominence of

sustainable paints will fuel the market to post a CAGR of

3.66%

Global Market Growth

$1,380 Incremental growth

(million)

Global organic pigments: Key drivers and figures

2016Value

2021Value

$ 7,000 million

$ 8,380 million

00.00

Annual Report I 17

PIGMENTS

Carbon Black & TIO2

Colour & Special Effect

Organics

Special Effects

Others OthersChromo

OxideSynthetic Iron Oride

Inorganics

Industry riskThe global pigment market

is expected to grow to USD

18.98 billion by 2024. This is

likely to translate into attractive

opportunities for organised

players to cater to the rising

demand for quality pigments.

The Company’s extensive range

of pigments find applications in

print, paints, plastics, coatings etc.

Mitigation: The Company

has good relations with its

customers and is equipped for

an industrial downturn through

supply contracts. The Company

has a growing presence in 15

countries, lowering the risk of a

downturn in a local geography.

Technology risk Technological obsolescence

could affect the Company’s

growth prospects and

profitability.

Mitigation: The Company has

prudently invested in a state-of-

the-art manufacturing facility,

with a seamless integration

of quality, technology and

efficiency. Kesar has a highly-

skilled R&D team which

constantly seeks product

enhancement or innovation.

Compliance risk Failure to comply with rules

or environmental regulations

could impact the Brand and the

Company’s credibility, in turn

impacting profitability.


is committed to being

socially and environmentally

responsible, following best

practices in manufacture. A

dedicated department ensures

all regulatory requirements

are met and that operations

are periodically audited and

corrected as necessary.

Competition risk

Increased competition in

common geographies could

impact growth and realisations.


manages prudent working

contacts with its top customers,

effectively protecting its share

of revenues. Additionally,

the Company also improves

its competitiveness through

product innovation and

pricing strategies to enhance

its market share in existing

geographies, while foraying

into new regions.

Risk Management

Statements in the Management Discussion and Analysis report describing the Company’s objectives, projections, estimates and

expectations may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could

differ materially from those expressed and implied. Important factors that could make a difference to the Company’s operations include

among others, economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the

Company operates, changes in the government regulations, tax laws and other statutes and incidental factors.

Cautionary statement


Financial overview

Gross revenuesGross revenues increased by 13.09% to

C1917.51 million in 2016-17, compared

with C1695.57 million reported in 2015-16.

Operating profitOperating profit (EBITDA) increased by 67%

to C259 million in during 2016-17 from

C155 million in 2015-16, largely because of

shifting to value added products.

DepreciationDepreciation for the year under review

stood at C12.97 million, compared with

C11.03 million recorded in the previous

year, up by 17.59% on a y-o-y basis.

Other incomeOther income for the year under review

stood at C11.01 million, up by 150% from

the last year.

Total tax expensesTotal tax expenses for the year stood at

C52.84 million, which included current tax of

C53.25 million, MAT credit entitlement of nil

and deferred tax charges of C0.41 million.

Net profitConsolidated net profit for the year under

review stood at C200.82 million, a 66%

increase over the previous financial year.

Profit and loss account analysis

Net worthThe Company’s net worth stood at C882.30

million as on 31st March, 2017, increasing

by 34.11%, compared with C657.88 million

as on 31st March, 2016. The net worth

comprised paid-up equity share capital

amounting to C96.67 million as on March

31, 2017 (96673170 equity shares of Re.

1 each (fully paid up) and nil minority

interest).The Company’s reserves and

surplus and deferred capital investment

subsidy stood at C782.63 million and C3

million, respectively.

Loan profileThe total loan funds stood at C46.51 million

while long-term borrowings stood at

C46.51 million. The Company’s net debt as

on 31st March, 2017 stood at C7.59 million

(including nil short-term borrowings).

Total assetsThe Company’s total assets increased to

C1271.13 million in 2016-17 from C963.10

million in 2015-16, representing an increase

of 31.98%. Capital work-in-progress (WIP)

for the year increased by 100% to C0.39

million in 2016-17, compared to nil in

2015-16.

Non-current investmentsThe Company’s long-term non-current

investments during the year under review

increased to C0.78 million from C0.36

million in the previous year.

InventoriesInventories increased by 37.82% to C185.23

million during the year under review from

C134.40 million. Inventories comprised

stores and spares worth C10 million, WIP

inventory of C41.36 million, raw material

inventory of C88.10 million and finished

goods inventory of C45.77 million.

Sundry debtors

Sundry debtors of the Company stood

at C288.97 million in FY17, an increase/

decrease of 102.57%over the previous year.

Loans and advances Total loans and advances amounted to

C337.01 million, comprising 26.51% of the

Company’s total assets. Short-term loans

and advances for the year stood at C337.01

million (an increase of 28.75% from the last

year).

Cash and cash equivalentsThe Company had on its books cash and

cash equivalents worth C54.10 million as

on 31st March, 2017 as compared to C65.41

million in 31st March, 2016.

Current liabilitiesCurrent liabilities stood at C342.32

million,mainly comprising trade payables of

C291.43 million.

Balance Sheet analysis

Internal control system

Human resource

The Company has a separate internal

audit department in place that monitors

and recommends necessary changes

to comply with the business standards.

The audit team supervises all internal

processes and the higher management

approves all the required changes. The

internal control system of the organisation

functions effectively with most of the

branches electronically being connected

with the Head Office. The internal controls

are constantly upgraded based on internal

audit recommendations. Periodical

monitoring and recommendations

are carried out to ensure the business

compliances with adequate rules and

regulations that govern the Company.

The Company believes that human

resources comprise the core essence in

the organisation. The Company initiated

engagement programs to strengthen its

bond with employees. The employees

share the vision of the senior management

and work as a team. The Company

connects with employees at the grass

roots promoting an inspiration to perform.

People help the Company accomplish

goals and remain competitive by

identifying key prospects, outperforming

others. The Company’s employee strength

stood at 478 as on March 31, 2017.

Annual Report I 19

CORPORATE INFORMATION

Board of directorsMr. Mohit P. Kaushik Executive Director & CEO

Mr. Nazirsaeb M. Sayyad Independent Director

Mr. K. D. Fatnani Independent Director

(w.e.f 30th May, 2017)

Mrs. Snehlata D. Sharma Non-Executive Director

Mr. Sunil A. Sawant Independent Director

(till 22nd May, 2017)

Chief Financial OfficerMs. Manali M. More

Statutory AuditorsSayeed Khan & Associates

Chartered Accountants

BankersUnion Bank of India

Compliance Officer and Company SecretaryMr. P.M. Nair (w.e.f 24th May, 2016)

Mr. Anil V. Rajkotia (till 13th May, 2016)

Registered Office & FactoryD-7/1, MIDC, Lote Parshuram,

Taluka Khed, District - Ratnagiri - 415722

Maharashtra.

Registrar & Transfer Agents Link Intime India Private Limited

C-101, 247 Park, L.B.S Marg,

Vikroli (West), Mumbai 400083

Tel: +91 22 49186000

Fax: +91 22 49186060


NOTICENOTICE is hereby given that the 27th Annual General Meeting of Kesar Petroproducts Limited will be held on Thursday 28th September, 2017 at 11.00 A.M. at the Registered Office of the Company at D-7/1, M.I.D.C., Lote Parshuram, Taluka – Khed, District – Ratnagiri – 415722 to transact the following business:

Ordinary Business:1. To receive, consider and adopt the Audited Financial Statements

of the Company for the financial year ended 31st March, 2017

together with the reports of the Board and Auditors’ thereon.

2. To appoint a Director in place of Mr. Mohit P. Kaushik (DIN:

06463483), who retires by rotation and being eligible, offers

himself for re-appointment.

3. To consider and if thought fit, to pass with or without

modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139, 142 and other

applicable provisions if any, of the Companies Act, 2013 (the Act)

and the Companies (Audit and Auditors) Rules, 2014, (the Rules)

M/s A. Sachdev Co., Chartered Accountants, Mumbai (Firm

Registration Number: 001307C), who have given written consent

for their appointment and a certificate to the effect that their

appointment, if made, will be in accordance with the conditions

of Section 141 of the Act and Rule 4 of the Rules, be and are

hereby appointed as the statutory auditors of the Company to

hold the office to audit the books of accounts of the Company

from the financial year 2017-2018 to financial year 2021-22 and

if required, their appointment be ratified by the members of the

Company at every Annual General Meeting after this General

Meeting on a remuneration as may be fixed by the Board of

Directors of the Company in addition to reimbursement of out

of pocket expenses as may be incurred by them during the

course of audit.”

Special Business4. To consider and if thought fit, to pass, the following resolution as

an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 149, 152 and other

applicable provisions, if any, of the Companies Act, 2013

(including any statutory modifications or re-enactment thereof

for the time being in force), the Companies (Appointment and

Qualification of Directors) Rules, 2014, Articles of Association

of the Company, Mr. K. D. Fatnani (DIN: 07818627), who was

appointed as an Additional Director in the category of Non-

Executive Independent Director with effect from 30th May, 2017

by the Board of Directors under Section 161 of the Companies

Act, 2013 and who holds such office up to the date of the

27th Annual General Meeting of the Company and in respect

of whom notice in writing along with requisite deposit under

Section 160 of the Companies Act, 2013 from a member has

been received by the Company proposing his candidature as

director in the category of Non-Executive Independent Director,

be and is hereby appointed as a Non-Executive Independent

Director of the Company whose office shall not be liable to

retire by rotation as per the provisions of Section 152(6) of the

Companies Act, 2013.”

By Order of the Board of Directors For Kesar Petroproducts Limited

Mohit P. Kaushik Executive Director& CEO

Place: Mumbai DIN: 06463483

Date: 14th August, 2017

Registered Office:D-7/1, M.I.D.C.,

Lote Parshuram, Taluka – Khed,

District Ratnagiri - 415 722,

Maharashtra

Annual Report I 21

NOTES

1) (a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL ONLY INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

(b) A person appointed as proxy shall act as a proxy on behalf

of such member or number of members not exceeding

fifty and holding in the aggregate not more than ten

percent of the total share capital of the Company carrying

voting rights. A member holding more than ten percent

of the total share capital of the Company carrying voting

rights may appoint a single person as proxy and such

person shall not act as a proxy for any other person or

shareholder.

2) The instrument appointing a proxy must be deposited at the

Registered Office of the Company not less than 48 hours before

the commencement of the meeting.

Every member entitled to vote at a meeting of the Company or

on any resolution to be moved thereat, shall be entitled during

the period beginning twenty-four hours before the time fixed

for the commencement of the 27th Annual General Meeting

and ending with the conclusion of the said Annual General

Meeting, to inspect the proxies lodged, at any time during the

business hours of the Company, provided not less than three

days of notice in writing of the intention so to inspect is given

to the Company.

3) A Statement pursuant to Section 102 of the Companies Act,

2013 in relation to the special business of the meeting is

annexed as Annexure I to the Notice.

4) Mr. K. D. Fatnani, Additional Director of the Company is

proposed to be appointed as a Director in the category of Non

Executive Independent Director of the Company. Mr. Mohit

Kaushik, retires by rotation and being eligible offers himself for

re-appointment. The details pertaining to aforesaid directors

as required under Clause 1.2.5 of Secretarial Standards on

General Meeting and Regulation 26(4) of the Securities and

Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 is furnished in Annexure II to

the Notice.

5) The route map and prominent landmark of the venue of the

27th Annual General Meeting as required under Clause 1.2.4 of

the Secretarial Standards on the General Meeting is annexed

herewith as Annexure III to the Notice.

6) The members or proxies are requested to bring with them the

Annual Report, as extra copy of the same will not be supplied at

the meeting as per usual practice.

7) In case of joint holders attending the Meeting, only such joint

holder who is higher in the order of names will be entitled to

vote.

8) Corporate members are requested to send duly certified copy of

the Board Resolution pursuant to Section 113 of the Companies

Act, 2013 authorizing their representative to attend and vote at

the Annual General Meeting (including through e-voting)

9) Queries on accounts and operations of the Company, if any,

may please be sent to the Company seven days in advance of

the meeting so that the answers can be made available at the

Meeting.

10) As per provisions of Section 72 of the Companies Act 2013 and

Rule 19(1) of the Companies (Share Capital and Debentures)

Rules, 2014, Members holding shares in single name and

physical form are advised to make nomination in the prescribed

form SH-13 with RTA and in respect of shares held in demat

form, the nomination form may be filled with respective DP.

11) The Shareholders are requested to notify changes, if any, in

their address to their depository participants in respect of

their holding in electronic form and to the Registrars and

Transfer Agents of the Company, M/s. Link Intime India Private

Limited having office at C-101, 247 Park, L.B.S Marg, Vikroli

(West), Mumbai 400083; Tel No. +91 22 49186000; Fax: +91 22

49186060, Email: [email protected], Website: www.

linkintime.co.in in respect of their holding in physical form.

12) The Register of Members and the Share Transfer Books of the

Company will remain closed from Saturday, 23rd September,

2017 to Thursday 28th September, 2017 (both days inclusive).

13) Members who hold shares in dematerialized form are requested

to bring their client ID and DPID for easier identification of

attendance at the meeting.

14) The Shareholders whose dividend remained unclaimed for

the financial year 31st March, 2015 are requested to claim it

immediately from Company.

15) In view of various advantages, the members are requested to

avail the facility of dematerialization of the Company’s shares.

16) The members of the Company holding their shares in physical

form or in dematerialized form, who have not registered their

e-mail IDs and Mobile number with the Company or Depository

Participant, to receive documents like Notice, Annual Reports

and alike correspondence through electronic mode are

requested to send their e-mail IDs and Mobile number either to

the Company’s id: [email protected] or Registrars

and Transfer Agents email [email protected] or to

Depository Participant.

17) Annual Report 2016-17 are being sent by electronic mode, only

to those members who have registered their email addresses

with the Company/ Depository Participant, unless any member

has requested for a physical copy of the same. Annual Report

2016-17 are being sent by physical mode to those members


who have not registered their email addresses with the

Company/ Depository Participant. Members may please note

that the Annual Report 2016-17 is available on the website of

the Company viz. www.kesarpetroproducts.com.

18) The members are requested to handover the enclosed

attendance slip duly signed as per their specimen signature(s)

registered with the Company for admission to the meeting hall.

19) The Securities and Exchange Board of India (SEBI) has mandated

the submission of Permanent Account Number (PAN) by every

participant in securities market. Members holding shares in

electronic form are, therefore, requested to submit their PAN to

their Depository Participants with whom they are maintaining

their demat accounts. Members holding shares in physical form

can submit their PAN to the Company/ Registrar and Share

Transfer Agents, M/s. Link Intime India Private Limited.

20) EVOTING:

I) Pursuant to Section 108 of the Companies Act, 2013, Rule

20 of the Companies (Management and Administration)

Rules, 2014 as amended by the Companies (Management

and Administration) Amendment Rules, 2015 and

Regulation 44 of the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Company is pleased to announce

that the Company is providing facility to the members

to cast their votes on all the business mentioned in the

Notice through electronic means. It may please be noted

that the e-voting is optional.

II) For this purpose, the Company has entered into an

agreement with National Securities Depository Limited

(NSDL) for facilitating e-voting to enable the shareholders

of the Company to cast their votes electronically.

III) The Board of Directors of the Company has appointed

M/s. Mahesh Kandoi & Associates, Practicing Company

Secretary, Mumbai, as scrutinizer to conduct and scrutinize

the remote e-voting and voting at the 27th Annual General

Meeting in a fair and transparent manner.

IV) Process and manner of voting:

(a) In case of Shareholders receiving e-mail from NSDL:

i. Open e-mail and open PDF file viz; “KESAR e-Voting. Pdf”

with your Client ID or Folio No. as password. The said

PDF file contains your user ID and password for e-voting.

Please note that the password is an initial password.

ii. In case any shareholder is already registered with NSDL

for e-voting, then that shareholder can use the existing

user ID and password for casting of vote and step no.

(i) and (vi) be skipped.

iii. Launch internet browser by typing the following URL:

https://www.evoting.nsdl.com.

iv. Click on Shareholder – Login.

v. Put user ID and password as mentioned in step (i) or (ii)

above, as may be applicable. Click Login.

vi. Password change menu appears. Change the

password with new password of your choice with

minimum 8 digits/characters or combination thereof.

Note new password. It is strongly recommended not

to share your password with any other person and take

utmost care to keep your password confidential.

vii. Home page of e-Voting opens. Click on e-Voting:

Active Voting Cycles.

viii. Select “EVEN” (E-Voting Event Number) of Kesar

Pertoproducts Limited.

ix. Now you are ready for e-Voting as Cast Vote page

opens.

x. Cast your vote by selecting appropriate option and

click on “submit” and also “confirm” when prompted.

xi. Upon confirmation, the message “Vote cast

successfully” will be displayed.

xii. Once you have voted on the resolution, you will

not be allowed to modify your vote. Institutional

shareholders (i.e members other than individuals, HUF,

NRI etc.) are required to send scanned copy (PDF/

JPEG FORMAT) of the relevant Board/Resolution/

Authority Letter etc. together with attested specimen

signature of the duly authorized signatory (ies) who are

authorized to vote, to the Scrutinizer through email at

[email protected] with a copy marked to

[email protected].

(b) In case of Shareholders receiving PIN mailer by Post:

i. Initial password will be provided through a separate

PIN Mailer.

ii. Please follow steps (ii) to (xii) above, to cast vote.

iii. You can also update your mobile number and e-mail

id in the user profile details of the folio which may be

used for sending future communication(s).

V) In case of query, you may refer to the Frequently Asked

Questions (FAQs) for members and e-voting user manual

for members available at the download sections of http;//

www.evoting.nsdl.com or contact NSDL at the following

Telephone No: 1800-222-990.

NOTE: Shareholders who forgot the User Details/Password

can use “Forgot User Details/Password?” or “Physical User

Reset Password?” option available on www.evoting.nsdl.

com.

In case Shareholders are holding shares in demat mode,

USER-ID is the combination of (DPID+ClientID).

In case Shareholders are holding shares in physical mode,

USER-ID is the combination of (Even No+Folio No).

VI) The remote e-voting period commences on Monday, 25th

September, 2017 (9:00 AM) and closes on Wednesday 27th

Annual Report I 23

September, 2017 (5:00 P M). At the end of the remote

e-voting period, the portal where votes are cast shall

forthwith be blocked.

VII) The Cut of date: 23rd September, 2017.

Persons who have became members of the Company after

the date of dispatch of notice by the Company, may apply

to NSDL for receiving their User ID and Password required

for remote e-voting.

Persons whose name is recorded in the register of members

or in the register of beneficial owners maintained by the

depositories as on cut-off date only shall be entitled to

avail the facility of remote e-voting as well as voting in the

general meeting.

VIII) M/s. Mahesh Kandoi & Associates, Practicing Company

Secretary, Mumbai, the scrutinizer will unblock the votes in

presence of at least two witnesses not in the employment

of the Company and make a scrutinizer’s report of the

votes cast in favor or against, if any and submit the same

to Mr. Mohit Kaushik, Executive Director of the Company

on or before 1st October, 2017 i.e within a period of not

exceeding three working days from the date of conclusion

of e-voting period.

IX) The results along with the scrutinizer’s report shall be

placed on the website of the Company immediately after

the same is declared.

X) Subject to receipt of sufficient votes, the resolution shall be

deemed to be passed on the date of 27th Annual General

Meeting.

XI) Remote e-voting facility shall not be available beyond 27th

September, 2017 (5:00 PM).

XII) Company shall provide voting facility at the meeting by

way of Polling Paper.

The members attending the meeting who have not

already cast their vote by remote e-voting shall be able to

exercise their right at the meeting.

The members who have already exercised their vote by

way of remote e-voting shall be entitled to participate in

the meeting but shall not be allowed to vote.

XIII) Names of the members appearing in the Register of

Members as on 23rd September, 2017 shall only be entitled

to vote.

XIV) Members are requested to address the grievance

connected with facility for voting by electronic means to

the Compliance officer of the Company. Email ID: info@

kesarpetroproducts.com; Tel No: +91-2356-272471.

XV) Public Notice under Rule 20(4)(V) of the Companies

(Management and Administration) Rules, 2014 will be

placed on the website of the Company.

XVI) Members holding shares, both physical and demat, are

entitled to vote through remote e-voting.

ANNEXURE I TO THE NOTICE

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4Mr. K. D. Fatnani was appointed as an Additional Director in the

category of Non-Executive Independent Director of the Company

by the Board of Directors with effect from 30th May, 2017 pursuant

to Section 161 of the Companies Act, 2013. As per Section 161 of the

Companies Act, 2013, he holds office of Additional Director up to

the date of the ensuing Annual General Meeting and is eligible for

appointment as a director.

The Company has received a notice in writing along with requisite

security deposit from a member proposing the candidature of Mr.

K. D. Fatnani as Director of the Company under the provisions of

Section 160 of the Companies Act, 2013.

As per Section 152(4) of the Companies Act, 2013, Mr. K. D.

Fatnani vide letter dated 14th August, 2017 furnished his Director

Identification Number and declared that he is not disqualified to

become a Director under the Companies Act, 2013.

The Company has received declaration from Mr. K. D. Fatnani that

he meets with the criteria of independence as prescribed under

Section 149(6) of the Companies Act, 2013.

In the opinion of the Board, Mr. K. D. Fatnani has relevant expertise

and experience and fulfills the conditions for appointment as

Independent Director as specified in the Companies Act, 2013 and is

independent of the management of the Company.

Letter of Appointment setting out terms and conditions is available

for inspection by members on all working days except holidays from

11.00 a. m to 5.00 p. m till 27th September, 2017 at the registered

office of the company.

The details required under point 1.2.5 of Secretarial Standards on

General Meeting and Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 are

provided in Annexure II to the Notice.

The Directors recommend the passing of the resolution set out in

Item No. 4 of the accompanying Notice as an ordinary resolution.

Except for Mr. K. D. Fatnani, there is no concern or interest, financial or

otherwise of any director, key managerial personnel of the Company

or their relatives in respect of the said resolution.


ANNEXURE II TO THE NOTICE

Details of the directors proposed to be appointed / re-appointed as per point 1.2.5 of Secretarial Standards on General Meeting and Securities

and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Name Mr. K. D. Fatnani Mr. Mohit P. Kaushik

Age 70 years 29 years

Qualifications He is B Tech (Chemical Engineering), IIT Mumbai . He is Bachelor in Commerce

Experience He has forty one years experience in handling a wide variety of industrial projects including process design, design of pilot plants, scale-up of process plants, hazop studies, engineering design and project management. He also has the experience of designing specific process improvements for reducing energy consumption and for waste recovery / treatment in several industrial plants.

He has 8 years of experience in the field of Commercial activities.

Terms and conditions of appointment including details of remuneration

Mr. K. D. Fatnani will hold the office of Non- Executive Independent Director with effect from 30th May, 2017.

He will be entitled for remuneration as per the provisions of Companies Act, 2013 and as may be decided by the Board of Directors and approved by the members of the Company from time to time.

He will not be liable to retire by rotation.

Other terms and conditions are mentioned in the letter for appointment which is available for inspection by members on all working days except holidays from 11.00 a.m to 5.00 p.m till 27th September, 2017 at the registered office of the company.

Mr. Mohit P. Kaushik will hold the office of Executive Director & CEO

He will be entitled for remuneration as per the provisions of Companies Act, 2013 and as may be decided by the Board of Directors and approved by the members of the Company from time to time.

He will be liable to retire by rotation.

Other terms and conditions are mentioned in the letter for appointment which is available for inspection by members on all working days except holidays from 11.00 a.m to 5.00 p.m till 27th September, 2017 at the registered office of the company.

Last drawn remuneration NIL C3,10,000/-

Date of first appointment by the Board of Directors of the Company

30th May, 2017 09th December, 2013

Shareholding in the Company

NIL NIL

Relationship with other directors and Key Managerial of the Company

None None

Number of meetings attended during the financial year 2016-17

0 8 Board Meetings

Other directorship, membership / chairmanship of committees of other board

Director in : NIL

*Membership / Chairmanship in committees:Chairman - NILMembership - NIL

Director in: Niyati Venture Private Limited

*Membership / Chairmanship in committees:Chairman - NILMembership - NIL

Justification for appointment of Director

The Company will benefit from the qualification, expertise and experience

N.A

* For the purpose of disclosure of Membership / Chairmanship only Audit Committee and Stakeholder Relationship Committee are considered.


Mohit P. Kaushik Executive Director & CEO Place: Mumbai DIN: 06463483Date: 14th August, 2017

Annual Report I 25

ANNEXURE III TO THE NOTICE

ROUTE MAP AND PROMINENT LANDMARK OF THE VENUE OF THE ANNUAL GENERAL MEETING


BOARD’S REPORT

To,

The Members

Your Directors presents the 27th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2017.

Financial Results:The Company’s financial performance for the year ended 31st March, 2017 is summarized below:

(C in Lakhs)

Particulars 2016-17 2015-16

Total Turnover & Other Income 17443.01 14448.51

Less : Manufacturing and Other Expenses 14715.33 12851.26

Profit / (Loss) before interest and Depreciation 2727.68 1597.25

Less : Interest 61.34 13.12

Profit / (Loss) after Interest 2666.34 1584.13

Less : Depreciation and Misc. Expenses written off 129.71 110.32

Net Profit / (Loss) Before Tax 2536.63 1473.81

Less: Provision for Tax (including Deferred Tax) 528.39 263.5

Profit/(Loss) after tax 2008.24 1210.31

Balance Profit/(Loss) brought forward from Previous Year 1835.46 625.15

Balance profit / (Loss) carried to balance Sheet 3843.70 1835.45

Review of Business Operations and Future Prospects:The total net profit before tax of the Company has increased from C1473.81 Lacs to C2536.63 Lacs in 2017. The Net profit after tax has

increased from C1210.31 Lacs to C2008.24 Lacs in 2017.

During the year the Company started producing value added pigments Beta Blue. The coming years will see enhanced production in this

field. This single activity has added to the bottom line of the Company.

Apart from this, the capacity constraint in the Alpha Blue was also attended to by de-bottlenecking. The gradual shift from CPC crude

manufacturing to more value added pigments will be the strategy going forward.

The Dye intermediate factory also has started and this year the production in naphthalene based dye intermediates will further add to the

top and bottom line.

One major achievement of the Company was going into zero liquid discharge in the Dye Intermediates Plant. The same concept is being

followed for the pigments which is likely to commence functioning in the last quarter of the current year.

Dividend:In view to conserve the resource of the Company, your Directors do not recommend any dividend for the year ended 31st March, 2017.

Reserves:The Company has not transferred any amount to General Reserve.

Change in Nature of Business:The Company is engaged in the business of manufacturing organic chemicals, Bisphenol-A. There was no change in the nature of business

activities of the Company during the year under review.

Annual Report I 27

Material Changes and Commitment, If any, affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report:No material changes and commitments affecting the financial

position of the Company occurred between the end of the financial

year to which these financial statements relate on the date of this

report.

Share Capital:On 7th February, 2015, the Company had issued and allotted

24,00,000 warrants for cash at a price of C59/- each (including

premium of C49/- each) on preferential basis, carrying an option/

entitlement to subscribe to equivalent number of Equity Shares of

C10/- each within a period of 18 months from the date of their issue.

The shareholders of the Company had approved the sub-division

of equity shares having face value of C10/- each fully paid up into

10 equity shares of Re.1/- each in the 25th Annual General Meeting

held on 29th September, 2015. Accordingly, the Equity Shares of

C10/- each had been sub divided into equity shares of Re.1/- each

w.e.f. 2nd November, 2015.

On 7th April, 2016, the Company issued and allotted 40,00,000 Equity

Shares of Re. 1/- each upon conversion of 4,00,000 warrants. After

this allotment, the issued, subscribed and the paid up share capital

of the Company stood at C9,66,73,170/- divided in to 9,66,73,170

equity shares of Re. 1/- each.

Subidiary, Joint Ventures and Associate Companies:The Company does not have subsidiary, joint venture and associate

company.

Deposits:During the year under review, the Company has not accepted or

renewed any deposits within the meaning of Section 73 and 76 of

the Companies Act 2013 read with the Companies (Acceptance

deposits Rules), 2014. There was no deposit which remained

unclaimed and unpaid at the end of the year.

Extract of Annual Return:An extract of Annual Return in Form MGT-9 pursuant to the provisions

of Section 92 read with Rule 12 of the Companies (Management

and administration) Rules, 2014 is attached herewith and marked as

‘Annexure I’.

Directors and Key Managerial Personnel:Mr. K. D. Fatnani was appointed as an Additional Director by the

Board of Directors pursuant to Section 161 of the Companies Act,

2013 to hold the office of Non Executive Independent Director of

the Company w.e.f 30th May, 2017. He is proposed to be appointed

as a Non-Executive Independent Director at 27th Annual General

Meeting. A brief profile of Mr. K. D. Fatnani is given in Annexure II to

the Notice of 27th Annual General Meeting.

As per Section 152(6) of the Companies Act, 2013 Mr. Mohit. P.

Kaushik retires by rotation and being eligible offers himself for re-

appointment as the Director of the Company.

Mr. Sunil Sawant ceased to be Director of the Company w.e.f. 22nd

May, 2017. The Board of Directors placed on record its appreciation

for his association with the Company and for his valuable service

and guidance.

Mr. Anil V. Rajkotia resigned as the Company Secretary and

Compliance Officer of the Company on 13th May, 2016 and Mr. P.

M. Nair was appointed as the Company Secretary and Compliance

Officer of the Company w.e.f 24th May, 2016.

Other than stated above there was no change in the Key Managerial

Personnel of the Company.

Composition of Board and Statutory Committees formed thereof:The Composition of the Board and Statutory Committees thereof

along with other details are given in Corporate Governance Report.

Number of Board Meetings conducted during the year under review:The Board met 8 (Eight) times during the year. The details of the

meetings are given in the Corporate Governance Report. The

intervening gap between the two meetings was within the period

prescribed under the Companies Act, 2013 and the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015.

Declaration of Independent Directors:The Independent Directors of the Company have given the requisite

declaration pursuant to Section 149(7) of the Companies Act, 2013

to the effect that they meet criteria of independence as provided in

Section 149(6) of the Act.

Formal Annual Evaluation:The Board has carried out an annual performance evaluation of its

own performance, the directors individually as well as the evaluation

of the working of its Audit, Nomination and Remuneration

Committees. The manner in which the evaluation has been carried

out has been explained in the Corporate Governance Report.

Company’s Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of their duties:The Board, on the recommendation of the Nomination and

Remuneration Committee of the Company, has framed a policy for

selection and appointment of Directors, Senior Management and

their remuneration. The Remuneration Policy is attached herewith

and marked as ‘Annexure II’.


Directors’ Responsibility Statement:In accordance with the provisions of Section 134(5) of the Companies

Act, 2013, the Board hereby confirms that:-

(a) in the preparation of the annual accounts, the applicable

accounting standards had been followed along with proper

explanation relating to material departures;

(b) the directors have selected such accounting policies and applied

them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the

state of affairs of the company as at 31st March 2017 and of the

profit of the company for period ended on that date;

(c) the directors have taken proper and sufficient care for the

maintenance of adequate accounting records in accordance

with the provisions of this Act for safeguarding the assets of

the company and for preventing and detecting fraud and other

irregularities;

(d) the directors have prepared the annual accounts on a going

concern basis;

(e) the directors have laid down internal financial controls to be

followed by the company and that such internal financial

controls are adequate and were operating effectively; and

(f ) the directors have devised proper systems to ensure compliance

with the provisions of all applicable laws and that such systems

were adequate and operating effectively.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013:Following are the particulars of loans, guarantees and investments under Section 186 of the Companies, Act, 2013 of the Company:

(A) Loans provided: (Amount in C)

Opening Balance Amount of Loans Given During The Year Amount of Repayment Closing Balance

21,52,89,189 1,33,89,114 13,95,070 22,72,83,233

(B) Guarantees:No Guarantees were given during the year under review.

(C) Investments made: (Amount in C)

Nature of Investments Opening Balance Amount Invested during the year Amount Redeemed Closing Balance

Money Market Fund - 1,00,00,000 - 1,00,00,000

Particulars of contracts or arrangements made with related parties pursuant to Section 188(1) of the Companies Act, 2013:There were no contracts or arrangements or transactions with any related parties which could be considered material in accordance with the

policy of the Company during the year under review. Hence, the Company is not required to disclose details of the related party transactions

in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Particulars of Employees:There was no employee who was employed throughout the year or part thereof and in receipt of remuneration aggregating to C1,02,00,000/-

p.a. or more or who was employed for part of the year and in receipt of remuneration aggregating to C8,50,000/- p.m. or more.

Particulars as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:The details related to employees and their remuneration as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) and 5

(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned in Annexure ‘IV’ to this Board’s

Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:(A) Conservation of energy-

(i) the steps taken or impact on conservation of energy; NIL

(ii) the steps taken by the company for utilizing alternate sources of energy; Exploring the possibility of power generation through

sulphuric acid.

(iii) the capital investment on energy conservation equipment. NIL

Annual Report I 29

(B) Technology absorption-

(i) the efforts made towards technology absorption; NIL

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; NIL

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the

financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and NIL

(iv) the expenditure incurred on Research and Development. NIL

(C) Foreign exchange earnings and outgo-

The Foreign Exchange earned in terms of actual inflows during the year; C449.14 Lakhs

(Previous year: C244.56 Lakhs)

The Foreign Exchange outgo during the year in terms of actual outflows. C1,019.39 Lakhs

(Previous year: C1070.18 Lakhs)

Significant/Material orders passed by the Regulators:There was no significant material order passed by any regulator or

court or tribunal, which impacts the going concern status of the

Company or will have bearing on company’s operations in future:

Internal Financial Control with Reference to the Financial Statements:The Company has in place proper and adequate Internal Control

System, commensurate with the size, scale and complexity of its

operations. The Company monitors and evaluates the efficacy and

adequacy of internal control system, its compliance with operating

systems, accounting procedures and policies.

Vigil Mechanism Policy:The Company has a Vigil Mechanism policy to deal with

instance of fraud and mismanagement, if any. The mechanism

also provides for adequate safeguards against victimization of

directors and employees who avail of the mechanism and also

provide for direct access to the Chairman of the Audit Committee

in the exceptional cases. The details of the Vigil Mechanism

Policy is explained in the Corporate Governance Report and also

posted on the website of the Company. We affirm that during

the financial year 2016-17, no employee or director was denied

access to the Audit Committee.

Statement Concerning Development and Implementation of Risk Management Policy of the Company:The Company has laid down a well-defined Risk Management Policy

covering the risk mapping, trend analysis, risk exposure, potential

impact and risk mitigation process. A detailed exercise is being

carried out to identify, evaluate, manage and monitoring of both

business and non-business risk. The Board periodically reviews the

risks and suggests steps to be taken to control and mitigate the

same through a properly defined framework.

Corporate Governance Report and Management Discussion Analysis Report:Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015, the

following have been made a part of the Annual Report and are

attached to this report:

Management Discussion and Analysis Report - ‘Annexure V’

Corporate Governance Report - ‘Annexure VI’

Declaration by Executive Director/CEO affirming with the

compliance of the code of conduct of Board of Directors and

Senior Management - ‘Annexure VII’

Auditors’ Certificate regarding compliance of conditions of

Corporate Governance - ‘Annexure IX’

Statutory Auditors:The term of M/s. Sayeed Khan & Associates, Chartered Accountants,

Mumbai as the statutory auditors of the Company expires in financial

year 2016-17 pursuant to Section 139 of the Companies Act, 2013

and Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014.

It is proposed to appoint M/s. A. Sachdev Co., Chartered Accountants,

Mumbai as the statutory auditors of the Company for a period of five

years commencing from financial year 2017-18. A written consent

for appointment and a certificate that appointment, if made, will be

in accordance with the conditions of Section 141 of the Companies

Act, 2013 and Rule 4 of the Companies (Audit and Auditors) Rules,

2014 has been received by the Company from M/s. A. Sachdev Co.,

Chartered Accountants, Mumbai.

Your Directors recommend the appointment of M/s. A. Sachdev

Co., Chartered Accountants, Mumbai, as Statutory Auditors of the

Company to hold the office for a period of five years commencing

from financial year 2017-18. The appointment, if required, will be

ratified by the members at every Annual General Meeting after the

27th Annual General Meeting.


Internal Auditors:The Company has appointed M/s. K. P. Kapadia & Co., Chartered

Accountants, Mumbai as Internal Auditors. The Internal Auditors

monitor and evaluate the efficiency and adequacy of internal control

systems in the Company, its compliances with operating systems,

accounting procedures and policies at all locations of the Company

and reports the same on quarterly basis to the Audit Committee.

Secretarial Auditors:Pursuant to the provisions of Section 204 of the Companies Act, 2013

and the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Company has appointed M/s. Mahesh

Kandoi & Associates, Company Secretaries, Mumbai to undertake

the Secretarial Audit of the Company. The Secretarial Audit Report is

attached herewith and marked as ‘Annexure VIII’.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing Company Secretary in their reportsThere were no qualifications, reservations, adverse remarks made or

fraud reported by the Statutory Auditors in their reports.

With respect to observation made by Secretarial Auditor in his

report, we would like to state that:

a) The term office of M/s Sayeed Khan & Co, Chartered Accountants,

Mumbai, who were not subjected to peer review, as statutory

auditors was expiring on 31st March, 2017 in terms of Section

139 of the Companies Act, 2013 and Rule 6(3) of the Companies

(Audit and Auditors) Rules, 2014 and hence change in auditor

was not effected during the year under review. However, M/s. A.

Sachdev Co., Chartered Accountants, Mumbai, who are proposed

to be appointed as the Statutory Auditors of the Company have

confirmed that they are subjected to peer review.

b) The Form IEPF-2 could not be uploaded within the prescribed

time due to inadvertence.

c) Consequent upon change in the Registrar and Share Transfer

Agent (RTA), the Company has submitted the tripartite

agreement to NSDL through RTA, a duly signed copy thereof is

yet to be received.

d) Investor complaint report to be filed under Regulation13(3)

of the SEBI (Listing Obligation and Disclosure Requirements),

Regulations, 2015 for quarter ended 30th September, 2016

could not be filed due to inadvertence.

Corporate Social ResponsibilityPursuant to Section 135 of the Companies Act, 2014 read with

Companies (Corporate Social Responsibility Policy) Rules, 2014, the

Company has formed Corporate Social Responsibility Committee

and a Policy on Corporate Social Responsibility (CSR).

The Company is looking for proper project to make expenditure

towards its CSR obligations. The brief outline of the CSR Policy of the

Company and the initiatives undertaken by the Company on CSR

activities during the year is set out in ‘Annexure III’ of this report in

the format prescribed in the Rule 8 of Companies (Corporate Social

Responsibility Policy) Rules, 2014.

Information under the Sexual Harassment of Women at Workplace (Prevention, Prohibiton and Redressal) Act, 2013Internal Complaint Committee was formed under Section 4 of the

Sexual Harassment of Women at Workplace (Prevention, Prohibition

and Redressal) Act, 2013. During the year, no complaint was received

by the Committee.

AcknowledgementsYour Directors place on record their sincere thanks to bankers,

business associates, consultants, and various Government Authorities

for their continued support extended to your Company’s activities

during the year under review. Your Directors also acknowledge

gratefully the support and confidence reposed by the shareholders

of the Company.


Mohit P. Kaushik Executive Director & CEO



Annual Report I 31

ANNEXURE ‘I’ TO THE BOARD’S REPORT

Form No. MGT‐9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2017 OF KESAR PETROPRODUCTS LIMITED

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. Registration and other Details:i) CIN L23209PN1990PLC054829

ii) Registration Date [DDMMYY] 01.01.1990

iii) Name of the Company Kesar Petroproducts Limited

iv) Category / Sub-Category of the Company Public Limited Company

v) Address of the Registered office and contact details Registered office:

D-7/1, M.I.D.C., Lote Parshuram, Taluka Khed Ratnagiri - 415722.

Email: [email protected]

Tel: +91-02356 272339;

Fax: +91-02356 272571

vi) Whether listed company Yes / No

vii) Name, Address and contact details of Registrar &

Transfer Agents, if any

Link Intime India Private Limited

C-101, 247 Park, L.B.S Marg, Vikroli (West), Mumbai 400083.

Tel: +91 22 49186000

Fax: +91 22 49186060

II. Principal Business Activities of the Company All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

SN Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company

1 Manufacture of dyes and pigments from any source

in basic form or as concentrate

20114 100.00%

III. Particulars of Holding, Subsidiary and Associate Companies S. No Name and Address of the Company CIN/GLN Holding/ Subsidiary / Associate % of Shares Held Applicable Section

1 - - - - -


IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during

the year

Demat Physical Total % of Total Shares


A. Promoters

(1) Indian

a) Individual/ HUF 30000010 5000000 35000010 37.7671 30000010 0 30000010 31.0324 -6.7347*

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks / FI - - - - - - - - -

f ) Any other - - - - - - - - -

Sub-total (A)(1):- -

(2) Foreign

a) NRIs - - - - - - - - - -

b) Other – - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Banks / FI - - - - - - - - -

e) Any Other - - - - - - - - -

Sub-total (A)(2) 0 0 0 0 0 0 0 0 0

Total shareholding of Promoter (A)=(A)(1)+(A)(2)

30000010 5000000 35000010 37.7671 30000010 0 30000010 31.0324 -6.7347

B. Public Shareholding

1. Institutions

a) Mutual Funds 5380 - 5380 0.0058 5380 - 5380 0.0056 -0.0002

b) Banks / FI 1800 1400 3200 0.0035 1800 1400 3200 0.0033 -0.0002

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital

Funds

- - - - - - - - -

f ) Insurance Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture

Capital Funds

- - - - - - - - -

i) Others (specify) - - - - - - - - -

Foreign Mutual Fund 0 2360 2360 0.0025 0 2270 2270 0.0023 -0.0002

Sub-total (B)(1):- 7180 3760 10940 0.0118 7180 3670 10850 0.0112 -0.0006

2. Non-Institutions

a) Bodies Corp.

i) Indian 1711473 20240 1731713 1.8686 2023149 20140 2043289 2.1136 0.245

ii) Overseas - - - - -

Annual Report I 33

Category of Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during

the year



b) Individuals

i) Individual

shareholders holding

nominal share capital

upto C1 lakh

36283236 406020 36689256 39.5899 1486744 379210 1865954 1.9302 -37.6597

ii) Individual

shareholders holding

nominal share capital in

excess of C1 lakh

18686857 0 18686857 20.1643 54336176 5000000 59336176 61.3781 41.2138

c) Others (specify)

Foreign Nationals 0 0 0 0 14 0 14 0 0

Hindu Undivided

Family

0 0 0 0 2768408 0 2768408 2.8637 2.8637

Clearing Members 319068 0 319068 0.3443 114718 0 114718 0.1187 -0.2256

Non Resident Indians

(Non Repat)

56033 0 56033 0.0605 68317 0 68317 0.0707 0.0102

Non Resident Indians

(Repat)

79293 100000 179293 0.1935 365434 100000 465434 0.4815 0.288

Sub-total (B)(2):- 57135960 526260 57662220 62.2211 61162960 5499350 66662310 68.9564 6.7353

Total Public Shareholding (B)=(B)(1)+ (B)(2)

57143140 530020 57673160 62.2329 61170140 5503020 66673160 68.9676 6.7347

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) 87143150 5530020 92673170 100 91170150 5503020 96673170 100 0

* Note: Mr. Rajkumar claiming to hold 50,00,000 equity shares, in respect of which the rights, title and interest is disputed, are categorized in the

Public shareholding effective from quarter ending 31st March, 2017. The matter is sub judice.

ii) Shareholding of Promoter

Sl No.

Shareholder’s Name

Shareholding at the beginning of the year Share holding at the end of the year % change in share holding during

the year

No. of Shares

% of total Shares of the

company

% of Shares Pledged /

encumbered to total shares

No. of Shares

% of total Shares of the

company

% of Shares Pledged /

encumbered to total shares

1 M/s. Dinesh Shankarlal

Sharma HUF

30000000 41.2807 0.0000 30000000 31.0324 0.0000 (10.2483)

2 Mr. Shankarlal Sharma 10 0.00 0 10 0.00 0 -

Note: Mr. Rajkumar claiming to hold 50,00,000 equity shares, in respect of which the rights, title and interest is disputed, are categorized in the

Public shareholding effective from quarter ending 31st March, 2017. The matter is sub judice.


iii) Change in Promoters’ Shareholding (please specify, if there is no change)

SN Shareholding at the beginning of the year Cumulative Shareholding during the YearNo. of shares % of total shares of

the companyNo. of shares % of total shares of

the companyAt the beginning of the year

There is no change in Promoters’ Shareholding

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)At the end of the year

iv) Shareholding Pattern of top ten Shareholders: (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl No.

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares


1) Sharma ShrutiAt the beginning of the year 17500000 18.1022Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): - -At the end of the year (or on the date of separation, if separated during the year)

17500000 18.1022

2) Shreyas Dinesh Sharma At the beginning of the year 14227603 14.7172Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): - -At the end of the year (or on the date of separation, if separated during the year)

14227603 14.7172

3) Malavika Jagdish TopraniAt the beginning of the year - -Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):a) Allotment of 4000000 equity shares on 03.06.2016 in lieu of

warrants issued 4000000 4.1377At the end of the year (or on the date of separation, if separated during the year)

4000000 4.1377

4) Aatur Harshad MehtaAt the beginning of the year - -Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

a) Allotment of 4000000 equity shares on 03.06.2016 in lieu of warrants issued 4000000 4.1377

At the end of the year (or on the date of separation, if separated during the year)

4000000 4.1377

5) Ramesh K AjwaniAt the beginning of the year - -Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):a) Allotment of 2000000 equity shares on 03.06.2016 in lieu of


2000000 2.0688

Annual Report I 35

Sl No.

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares


No. of shares


6) Sidharth R AjwaniAt the beginning of the year - -Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):a) Allotment of 2000000 equity shares on 03.06.2016 in lieu of

warrants issued

2000000 2.0688

At the end of the year (or on the date of separation, if separated during the year)

2000000 2.0688

7) Sangita Sidharth AjwaniAt the beginning of the year - -Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):a) Allotment of 2000000 equity shares on 03.06.2016 in lieu of


2000000 2.0688

8) Hema Ramesh AjwaniAt the beginning of the year - -Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):a) Allotment of 2000000 equity shares on 03.06.2016 in lieu of


2000000 2.0688

9) Sanalkumar MenonAt the beginning of the year - -Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):i. Allotment of 1333350 equity shares on 03.06.2016 in lieu of


1333350 1.3792

10) Puliakote Vimala KuttyAt the beginning of the year - -Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):i. Allotment of 1333330 equity shares on 03.06.2016 in lieu of


1333330 1.3792


v) Shareholding of Directors and Key Managerial Personnel:

SN For each of the Director and Key Managerial Personnel

Shareholding at the beginning of the year Cumulative Shareholding during the Year

No. of shares % of total shares of the company

No. of shares % of total shares of the company

At the beginning of the year

No shares are held by Directors and Key Managerial Personnel

Date wise Increase / Decrease during

the year specifying the reasons for

increase / decrease (e.g. allotment /

transfer / bonus/ sweat equity etc):

At the end of the year

V) Indebtedness Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 4,11,33,106 5,32,49,024 - 9,43,82,130

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - 9,43,82,130

Change in Indebtedness during the financial year

Addition 65,00,000 - - 65,00,000

Reduction (11,23,540) (5,32,47,254) - (5,43,70,794)

Net Change 53,76,460 (5,32,47,254) - (4,78,70,794)

Indebtedness at the end of the financial year

i) Principal Amount 4,65,09,566 1,770 - 4,65,11,336

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 4,65,09,566 1,770 - 4,65,11,336

VI. Remuneration of Directors and Key Managerial PersonnelA. Remuneration to Managing Director, Whole-time Directors and/or Manager: Amount in C

SN.

Particulars of Remuneration

Name of MD/WTD/ ManagerTotal

AmountMr. Mohit Kaushik

(Executive Director & CEO)N.A N.A N.A

1 Gross salary - - - -

(a) Salary as per provisions contained in section 17(1)

of the Income-tax Act, 1961

3,10,000 - - - 3,10,000

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - - -

(c) Profits in lieu of salary under section 17(3)

Income- tax Act, 1961

- - - - -

2 Stock Option - - - - -

3 Sweat Equity - - - - -

4 Commission

- as % of profit

- others, specify…

- - - - -

5 Others, please specify - - - - -

Total (A) 3,10,000 - - - 3,10,000

Ceiling as per the Act 1,08,79,971 - - - 1,08,79,971

Annual Report I 37

B. Remuneration to other directors Amount in C

SN. Particulars of Remuneration Name of Directors Total Amount

3. Independent Directors - - - -

Fee for attending board committee meetings

Commission - - - -

Others, please specify - - - -

Total (1)

4. Other Non-Executive Directors - - - -

Fee for attending board committee meetings - - - -

Commission - - - -

Others, please specify - - - -

Total (2) - - - -

Total (B)=(1+2)

Total Managerial Remuneration

Overall Ceiling as per the Act N.A N.A N.A N.A

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD Amount in C

Sl No.

Particulars of Remuneration

Key Managerial PersonnelCEO CS CFO

TotalN.A

Mr. P. M. Nair and Mr Anil Rajkotia

Ms. Manali More

1 Gross salary

(a) Salary as per provisions contained in section 17(1)

of the Income-tax Act, 1961

1,14,800 5,82,000 6,96,800

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - - - -

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission - - - -

- as % of profit - - - -

others, specify… - - - -

5 Others, please specify - - - -

Total - 1,14,800 5,82,000 6,96,800

VII. Penalties / Punishment/ Compounding of Offences: NIL

TypeSection of the

Companies ActBrief

Description

Details of Penalty / Punishment/ Compounding

fees imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. DIRECTORS

Penalty - - - - -



C. OTHER OFFICERS IN DEFAULT

Penalty - - - - -




ANNEXURE ‘II’ TO THE BOARD’S REPORT

REMUNERATION POLICY OF KESAR PETROPRODUCTS LIMITED

1. Preface This Remuneration policy of the Kesar Petroproducts Ltd. is

formulated to determine the appointment of and remuneration

payable to Directors, Key Managerial Personnel (‘KMPs’) and the

Senior Management Personnel (‘SMPs’) of the Company.

2. Commencement This remuneration policy governs Policy relating to directors’

appointment and remuneration including criteria for

determining qualifications, positive attributes, independence of

a director and other matters provided under sub-section (3) of

section 178 commences on or after 1st April, 2014.

3. Definations For the purpose of this policy all terms shall have same meaning

as defined under Companies Act, 2013.

4. Purpose This policy is framed to attain following objectives:

a. Formulation of the criteria for determining qualifications,

positive attributes and independence of a director

and recommend to the Board a policy, relating to the

remuneration of the directors, key managerial personnel

and other employees;

b. Formulation of criteria for evaluation of Independent

Directors and the Board;

c. Devising a policy on Board diversity;

d. Identifying persons who are qualified to become directors

and who may be appointed in senior management in

accordance with the criteria laid down, and recommend

to the Board their appointment and removal. The company

shall disclose the remuneration policy and the evaluation

criteria in its Annual Report.

5. Principles of Remuneration The objective of the remuneration policy is to enable the

Company to attract, motivate, and retain qualified industry

professionals for the Board of Management and other executive

level in order to achieve the Company strategic goals.

The remuneration policy acknowledges the internal and external

context as well as the

business needs and long term strategy. The policy is designed to

encourage behavior that is focused on long-term value creation,

while adopting the highest standards of good corporate

governance. The policy is built on the following principles:

i. Vision And Strategy – Remuneration and reward frameworks

and decisions shall be developed in a manner that is

consistent with, supports and reinforces the achievement of

the Company’s vision and strategy.

ii. Transparent – The policy and its execution are clear and

practical.

iii. Aligned within the company’s objectives –

The remuneration policy is aligned with the company’s

short term and long term objectives, compatible with those

of management and other employees.

iv. Long-term orientated – The incentives focus on long-term

value creation.

v. Compliant – Company adopts the highest standards of

good corporate governance.

vi. Simple – The policy and its execution are as simple as

possible and easily understandable to all stakeholders.

vii. Internal equity – The Company shall remunerate the board

members, KMP and senior management in terms of their

roles within the organisation. Positions shall be formally

evaluated to determine their relative weight in relation to

other positions within the Company.

viii. External equity – The Company strives to pay an equitable

remuneration, capable of attracting and retaining high

quality personnel. Therefore the Company will remain

logically mindful of the ongoing need to attract and

retain high quality people, and the influence of external

remuneration pressures. Reference to external market norms

will be made using appropriate market sources, including

relevant and comparative survey data, as determined to

have meaning to the Company’s remuneration practices at

that time.

ix. Flexibility – Remuneration and reward offerings shall be

sufficiently flexible to meet both the needs of individuals

and those of the Company whilst complying with relevant

tax and other legislation.

x. Performance – Driven Remuneration – The Company shall

entrench a culture of performance driven remuneration

through the implementation of the Performance Incentive

System.

xi. Affordability and Sustainability- The Company shall ensure

that remuneration is affordable on a sustainable basis.

6. Nomination and Remuneration Committee a. Composition - The Remuneration Committee of the

Board of Directors shall be re-named as Nomination and

Remuneration Committee. Members of the Committee shall

Annual Report I 39

be appointed by the Board and shall comprise of three or

more non-executive directors out of which not less than

one-half shall be independent directors.

b. Responsibility & Duties - The responsibility and duties of

Nomination and Remuneration Committee are as follows:

i. Identifying persons who are qualified to become

directors and who may be appointed in senior

management in accordance with the criteria laid

down in this policy, recommend to the Board their

appointment and removal and carry out evaluation of

every director’s performance.

ii. Formulate the criteria for determining qualifications,

positive attributes and independence of a director

and recommend to the Board a policy, relating to

the remuneration for the Directors, Key Managerial

Personnel and other Employees.

iii. Formulating framework and/or policy for remuneration,

terms of employment and any changes, including

service contracts, remuneration, policy for and scope of

pension arrangements, etc for Executives and reviewing

it on a periodic basis;

iv. Formulating terms for cessation of employment and

ensure that any payments made are fair to the individual

and the company, that failure is not rewarded and that

the duty to mitigate loss is fully recognized;

v. Formulating the policy to ensure that:

1. The level and composition of remuneration is reasonable

and sufficient to attract, retain and motivate directors of

the quality required to run the company successfully.

2. relationship of remuneration to performance is clear

and meets appropriate performance benchmark; and

3. remuneration to directors, key managerial personnel

and senior management involves a balance between

fixed and incentive pay reflecting short and long term

performance objectives appropriate to the working of

the company and its goals.

7. Selection and Appointment of the Board Members

Nomination and Remuneration Committee shall evaluate the

Board’s Performance, ascertain their availability and make suitable

recommendations to the Board. The Committee shall identify

suitable candidates in the event of any vacancy being created

on the Board on account of retirement, resignation or demise

of any existing Board member. Based on the recommendations

of the Committee, the Board will evaluate the candidate(s) and

decide on the selection of the appropriate member.

The Board then makes an invitation (verbal / written) to the new

member to join the Board as a Director. On acceptance of the

same, the new Director will be appointed by the Board. In the

evaluation of Board Members, the Nominations Committee will

have regard to normally accepted nomination criteria, including:

(a) honesty and integrity;

(b) the ability to exercise sound business judgment;

(c) appropriate experience and professional qualifications;

(d) absence of conflicts of interest or other legal impediments to

serving on the Board;

(e) willingness to devote the required time; and

(f ) Availability to attend Board and Committee meetings

8. Process for Evaluation The Nomination and Remuneration Committee of the Board

will be responsible for the evaluation of Board’s and individual

directors’ performance.

9. Publication The policy shall form part of Director’s report to be issued by the

Board of Directors in terms of Companies Act, 2013.


ANNEXURE ‘III’ TO THE BOARD’S REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY [CSR] ACTIVITIES

1. Brief outline of the Company’s CSR Policy, including overview of the projects or programs proposed to be undertaken and a reference to a web-link to the CSR Policy and projects or programs.

The Company has framed a CSR Policy in compliance with the

provisions of section 135 of Act. The CSR activities are proposed

to be initaited in the field of promoting education.

2. Composition of the CSR Committee:

Mr. Nazirsaeb M. Sayyad – Chairman

Mr. K. D. Fatnani – Member

Mr. Mohit P. Kaushik - Member

3. Average net profits of the Company for the last three financial years:

C 7,80,89,359/-

4. Prescribed CSR expenditure [2% of the amount as in item No. 3 above]:

C15,61,787/-

5. Details of CSR spent during the financial year: i. Total amount to be spent during the financial year 2016-17

- C15,61,787/-

ii. Amount unspent, if any: C15,61,787/-

iii. Manner in which the amount spent during the financial year

is detailed below:

(Amount in C)

1 2 3 4 5 6 7 8

Sr. No

CSR Project or Activity identified

Sector in which the project is covered

Projects or Programs [1] Local area or other [2] Specify the state and district where projects or programs were undertaken

Amount outlay [Budget] Project or Program wise: D

Amt. spent on the Projects or Programs: Sub-heads:[1] Direct expenditure on projects of programs,[2] Overheads

Cumulative expenditure up to the reporting period: D

Amount spent: Direct or through implementing Agency

- - - - - - - -

Total - - - - - -

6. In case the Company has failed to spend two percent of the average net profit of the last three financial years or any part thereof, the company should provide the reasons for not spending the amount in Board’s Report-

During the Financial Year 2016-17, Company has incurred expenditure of CNIL in CSR activities. The amount of C15,61,787/- could not

be spent due to lack of suitable CSR projects. The Company is in process of identifying the same and the amount will be spent on CSR

activities as soon as possible.

7. Responsibility Statement: The implementation and monitoring of Corporate Social Responsibility [CSR] Policy, is in compliance with CSR objectives and policy of

the Company.

Chairman of CSR Committee Member of CSR Committee

Mr. Nazirsaeb M. Sayyad Mr. Mohit P. Kaushik DIN: 01820552 DIN: 06463483

Place: Mumbai


Annual Report I 41

ANNEXURE ‘IV’ TO THE BOARD’S REPORT

[A] Disclosures Regarding Remuneration Required Under Section 197(12) Of The Companies Act, 2013 Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:i. Ratio of the remuneration of each director to the median remuneration of the employees of the Company -

Managing Director Ratio to median remuneration of the employees

Mohit P. Kaushik: median remuneration 1 :2.06

ii. Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if

any, in the financial year –

Director - 40%

Chief Financial Officer – 10%

Company Secretary - 33.333%

iii. Percentage increase in the median remuneration of employees in the financial year –

20%

iv. Number of permanent employees on the rolls of company –

As on 31st March, 2017 there are total 240 employees on the pay roll of the Company out of which 3 are Key Managerial Personnel.

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year

and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any

exceptional circumstances for increase in the managerial remuneration –

There was 20% increase in the salaries of employees of the Company vis-à-vis 40% increase in the managerial remuneration. The increment

was as per the industrial standards and there are no exceptional circumstances for increase in the managerial remuneration.

vi. Key parameters for any variable component of remuneration availed by the directors –

There are no variable components in remuneration to the Directors.

vii. Affirmation that the remuneration is as per the remuneration policy of the company –

Yes, Affirmed.

[B] Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:(i) Details of top ten employee drawing remuneration pursuant to the provisions of Rule, 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 are as follows:


Name of the employee

Dinesh Sharma

Ashok Patil V K Hiralal Manali More Dilip Bhosale

N K Swami P R Sajan B.G. Chalke Bijay Pradan Mohit P Kaushik

Designation of the employee

COO Plant Incharge

VP Marketing CFO Instrument Incharge

Commercial Manager

Maintenance Manager

Manager Electricals

Store Inc harge

Executive Director

Remuneration received (Per annum)

5,40,000 7,03,200 6,00,000 5,82,000 5,40,000 4,10,400 3,60,000 3,48,000 3,24,000 3,10,000

Nature of employment, whether contractual or otherwise

Service Service Service Service Service Service Service Service Service Service

Qualifications and experience of the employee

C.A Diploma in Chemical Engineering;19 years experience

B.A / D.F.M / D.I.E.M / D.I.M / A.D.I.M / S.D.M / M.B.A;49 years experience

M.Com;24 years experience

SSC, ITI & Instrumental Engineer;26 years experience

M.Com;21 years experience

SSC;20 years experience

Diploma in Electricals;25 years experience

B.A B.Com;8 years experience

The age of such employee

61 years 46 years 69 years 47 years 46 years 45 years 52 years 56 years 36 years 29 years

The last employment held by such employee before joining the company

Chartered Accountant

A-One Chem- Trade Private Limited

Shreyas Intermediates Limited


Sudershan Chemicals Limited

Shri Hari Chemicals Export Limited

Divya Chemicals Limited

Universal Chemicals Limited


NIL

The percentage of equity shares held by the employee in the company

30,00,000(through HUF)

- - - - - - - - -

Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager.

Yes. Spouse of Mrs. Snehlata D. Sharma

- - - - - - - - -

(ii) There were no employees in the Company, who were in receipt of remuneration of more than one crore and two lakh rupees in the year

2016-17 or eight lakh and fifty thousand rupees per month if employed for a part of the financial year.

Annual Report I 43

ANNEXURE ‘V’ TO THE BOARD’S REPORT

Management Discussion and AnalysisToday, we are the leading manufacturers of Phthalocyanine Blue Crude and its downstream products in India and contribute upto 15% of the entire Copper Phthalocyanine market of India. The company has a global presence in 15 countries.

The production capacity of Kesar Petroproducts in Copper Phthalocyanine Blue Crude is 1500 metric tons per month, in Alpha Blue is 200 metric tons per month and in Pigment Green 7 is 50 metric tons per month. We also plan to expand their operations in the Beta Blue market with a production capacity of 250 metric tons per month. This rapidly growth production capacity makes us one of the most progressive players in the industry.

Industry Structure and DevelopmentsChemicals are an integral part of our modern day life. There is hardly any industry where chemical substances are not used. Pigments are an integral ingredient of the chemical industry. Pigments are colouring agents that can be classified into phthaloand azzo pigments. Phthalocyanine pigments are one of the largest categories of pigments manufactured in India. Your Company is engaged in the manufacture of Phthalocyanine Blue Crude and its downstream products in India.

Opportunities, Threats, Risk & ConcernsThe global pigments industry produces hundreds of colourants for a wide spectrum of industries and consumers. The major markets are printing inks, paints and coatings, plastics, paper, ceramics, textiles, glass, food and cosmetics.

With more and more people moving to urban areas there has been a hefty growth in the paints and coating industry. The Asia Pacific region is expected to grow as demand and production of pigment are shifting from the US, Europe and Japan to the emerging markets of Asia, especially China and India.

A steady increase in the large pigments markets such as paint and coating will catalyse volumes. With the printing ink industry also performing well, it will open up newer opportunities for the Company.

Raw material availability and their costs are always a concern. The key raw materials used in the manufacture of the pigments are derivatives of crude oil. Hence, prices of raw material vary with fluctuation in the international crude oil prices. The Company has an in built system of monitoring the inventory and logistics. Further production process of the Company is vertically integrated, where CPC Blue Crude is the primary raw material for the production of Pigment Blue. This helps the Company to manage the raw material cost. The future of pigment production is completely dependent on the ability to treat the waste water. The Company has been investing continuously in meeting its obligations towards protecting the environment. Towards this step, the company aims at providing a seamless integration of quality and schedule by ensuring timely deliveries, state-of-the-art manufacturing products, new age technology, constant innovation and economic viability.

The Audit Committee monitors the implementation of the risk mitigation plans.

OutlookIndian economy is expected for slow revival with continued inflationary prices, rising raw material cost, depreciating rupee.The global economy shows signs of revival but with no significant upturn. Developed economics like North America and Europe which are major consumers of pigment are gradually recovering and accordingly demand for printing inks,

paints and coating is expected to pick up, which will benefit the Company. The Company will continue its efforts to increase the utilization of its installed capacities, which will be crucial to achieve an improvement in the operational results.

Priority will be on the quality of the products. The disciplined focus will be cost reductions, operating efficiencies and diligent cash deployment in value creating opportunities. The Company is also taking efforts to increase the product line whereby company will be in a position to increase the margin on sales.

Internal Control Systems And Their AdequacyThe Company has a proper and adequate system of internal controls commensurate with its size and business operation to ensure timely and accurate financial reporting in accordance with applicable accounting standards, safeguarding of assets against unauthorized use or disposition and compliance with all applicable regulatory laws and company policies. Internal control systems are reviewed by Audit Committee on a regular basis for its effectiveness and the necessary changes suggested are incorporated into the system. Internal Audit Reports are reviewed by the Audit Committee of the Board.

Financial PerformanceThe financial performance of the company has been discussed and disclosed in the Director’s Report.

Human Resources DevelopmentThe Industrial relations climate of your Company continues to remain harmonious with focus on productivity, quality and safety. During the year under review, there were, no significant labour issues outstanding or remaining unresolved during the year. The Board records their appreciation of the commitment and support of the employees and looks forward to their continued support. As on 31st March 2017, the Company had 240 permanent employees.

Cautionary StatementSome of the statements in this “Management Discussion and Analysis”, describing the Company’s objectives, projections, estimates, expectations and predictions may be “forward looking statements” within the meaning of applicable securities laws and regulations. Although the expectations are based on reasonable assumptions, the actual results could materially differ from those expressed or implied, since the Company’s operations are influenced by many external and internal factors beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.


ANNEXURE ‘VI’ TO THE BOARD’S REPORT

REPORT ON CORPORATE GOVERNANCE (Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

1. A Brief Statement on Company’s Philosophy on Code of Governance: The Company is committed to benchmarking itself with the best in all areas including Corporate Governance. The Company’s philosophy

of Corporate Governance is aimed at strengthening the confidence among shareholders, customers, employees and ensuring a long-term

relationship of trust by maintaining transparency and disclosures. The Company believes in maintaining highest standards of quality and

ethical conduct in all the activities of the Company.

2. Board of Directors: Composition:

The Board of Directors consisted of 4 (Four) Directors. The composition of the Board, attendance at Board Meetings held during the year

and at the last Annual General Meeting, number of directorships in other companies and Chairmanship/Membership in Committees are

given below:

Name of Director CategoryNo. of Board

Meetings held

Attendance Particulars No. of other Directorship(s)

Committee Positions (including Company)

Board Meeting Last AGM Memberships Chairman

Mr. Mohit P. Kaushik Executive Director

& CEO

8 8 Yes - 2 -

Mr. Nazirsaeb M.

Sayyad

Independent

Director

8 8 Yes - - 2

Mr. K. D. Fatnani

(w.e.f 30th May, 2017)

Independent

Director

8 N.A N.A - 2 -

Mrs. Snehlata D.

Sharma

Non-Executive

Director

8 8 Yes - - -

Mr. Sunil A. Sawant


Independent

Director

8 8 Yes - 2 -

The directorship held by Directors as mentioned above do not include Directorships of Private Companies/Foreign Companies and Section

8 Companies.

Membership/Chairmanship of only the Audit Committee and Stakeholders’ Relationship Committee of all Public Limited Companies has

been considered.

Number and date of Board Meetings held: During the year 2016-17, 8 (Eight) Board Meetings were held on

7th April, 2016, 11th April, 2016, 24th May, 2016, 24th June, 2016,

12th August, 2016, 14th November, 2016, 31st January, 2017 and

14th February, 2017.

Disclosure of relationship between directors inter se: None of the directors of the Company are related with each other.

Number of shares and convertible instruments held by Non-Executive Director:

As on 31st March, 2017, no Non-Executive Director held any share/

convertible instruments in the Company.

Web-link where details of familiarization programmes imparted to independent Directors is disclosed:

The details of the programmes for familiarization of Independent

Directors with the Company, their roles, rights, responsibilities in the

Company, nature of the industry in which the Company operates,

business model of the Company are put up on the website of the

Company at the link: http://www.kesarpetroproducts.com.

3. Audit Committee: Brief description of terms of reference:

The broad terms and reference of the Audit Committee are to

review the financial statements before submission to Board,

to review reports of the Internal Auditors and to review the

weakness in internal controls reported by Internal and Statutory

Auditors and to review the remuneration of Internal and Statutory

Auditors. In addition, the powers and role of the Audit Committee

laid down under Regulation 18 and Part C of Schedule II of SEBI

(Listing Obligations and Disclosure Requirements) Regulations,

2015 read with Section 177 of the Companies Act, 2013 are also

followed.

Annual Report I 45

Composition: The Audit Committee comprised of Mr. Nazirsaeb M. Sayyad, Mr.

K. D. Fatnani, Independent Directors and Mr. Mohit P. Kaushik,

Executive Director & CEO. Mr. Nazirsaeb M. Sayyed is the Chairman

of the Committee. The Company Secretary acts as the Secretary to

the Committee.

Meeting and attendance during the year: The Audit Committee met 4 (four) times viz. 24th May, 2016, 12th

August, 2016, 14th November, 2016 and 14th February, 2017

during the year under review. The number of meetings attended

by each member during the year is as follows:

Name of the member Designation No. of Meetings Attended

Mr. Nazirsaeb M. Sayyad Chairperson 4

Mr. K. D. Fatnani

(w.e.f 30th May, 2017)

Member N.A

Mr. Mohit P. Kaushik Member 4

Mr.Sunil A. Sawant


Member 4

4. Nomination and Remuneration Committee: Brief description of terms of reference:

The terms of reference of the Nomination and Remuneration

Committee are wide enough covering the matters specified

for Remuneration to the Directors under Regulation 19 and

Part D of Schedule II of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 read with Section 178 of

Companies Act, 2013.

Composition: The Nomination and Remuneration Committee comprised of Mr.

Nazirsaeb M. Sayyad, Mr. K. D. Fatnani, Independent Directors and

Mrs. Snehlata D. Sharma, Non Executive Director. Mr. Nazirsaeb M.

Sayyad is a Chairman of the Committee. The Company Secretary

acts as the Secretary to the Committee.

Meeting and attendance during the year: During the year under review, 2 (Two) meeting of the Committee

was held on 24th May, 2016 and 12th August, 2016. The attendance

at the Committee meeting was as follows:


Mr. Nazirsaeb M. Sayyad Chairperson 2

Mr. K. D. Fatnani

(w.e.f 30th May, 2017)

Member N.A

Mrs. Snehlata D. Sharma Member 2

Mr. Sunil A. Sawant

(till 3rd March, 2017)

Member 2

Performance evaluation criteria for Independent Directors: Pursuant to the Companies Act, 2013 and Regulation 17(10)

of the SEBI (Listing Obligation and Disclosure Requirements)

Regulations, 2015, the Board of Directors of the Company has

evaluated the performances of each Independent Director.

The questionnaires are prepared considering the business

of the Company. The Evaluation framework for assessing the

performance of Independent Directors, inter alia, comprise of the

following key areas:

1. Attendance of Board and Committee Meetings;

2. Quality of contribution to Board deliberations;

3. Strategic perspectives or inputs regarding future growth of

the Company and its performances;

4. Providing perspectives and feedback going beyond

information provided by the management.

Remuneration to Directors: a) The Non-Executive Directors had no pecuniary relationship or

transactions with the Company during the year 2016-2017.

b) Non-Executive Directors did not draw any remuneration from

the Company.

c) Details of remuneration paid to Directors during the year

ended 31stMarch, 2017 and shares held by them on that date

are as follows:

Name SalaryPerquisites or

AllowancesContribution

to PF & OthersCommission

Sitting fees

TotalTotal no. of shares held

Mr. Mohit P. Kaushik 3,10,000 - - - - 3,10,000 -

Mr. Nazirsaeb M. Sayyed - - - - - - -

Mrs. Snehtala Sharma - - - - - - -

Mr. Sunil A. Sawant


- - - - - - -

Mr. K. D. Fatnani

(w.e.f 30th May, 2017)

- - - - - - -

(i) Apart from the above mentioned remuneration paid, there are no other fixed component and performance linked incentives based on

the performance criteria;

(ii) The tenure of office of the Executive Director is for three years from the date of appointment, and can be terminated by either party by

giving one months’ notice in writing. There is no separate provision for payment of severance fees.

(iii) There are no stock options offered to the any Directors of the Company.


5. Stakeholders’ Relationship Committee: Composition:

The Stakeholders’ Relationship Committee comprises of Mr.

Nazirsaeb M. Sayyad, Mr. K. D. Fatnani, Independent Directors and

Mr. Mohit P. Kaushik, Executive Director & CEO.

Mr. Nazirsaeb M. Sayyad is a Chairman of the Committee. The

Company Secretary acts as Secretary to the Committee.

Address and contact details for investors are:

Address : D-7/1, M.I.D.C., Lote Parshuram, Ratnagiri-415722

Phone : 02356-272339

Email : [email protected]

Status of investors’ complaints/services requests:

At the beginning of

the year

Received during the

year

Resolved during the

year

Pending

02 31 31 02

Meeting and attendance during the year: During the year under review, 7 (Seven) meetings of the

Committee were held on 24th May, 2016, 12th August, 2016,

20th February, 2017, 24th February, 2017, 27th February, 2017,

15th March, 2017 and 20th March, 2017. The attendance at the

Committee meeting was as follows:


Mr. Nazirsaheb M. Sayyed Chairperson 7

Mr. K. D. Fatnani

(w.e.f 30th May, 2017)

Member -

Mr. Mohit Kaushik Member 7

Mr. Sunil A. Sawant


Member 7

6. Corporate Social Responcibilitycommittee:The Corporate Social Responsibility Committee comprises of

Mr. Nazirsaeb M. Sayyad, Mr. K. D. Fatnani, Independent Directors

and Mr. Mohit P. Kaushik, Executive Director & CEO. Mr. Nazirsaeb M.

Sayyad is a Chairman of the Committee. The Company Secretary acts

as Secretary to the Committee.

During the year, the CSR Committee met on 14th February, 2017.

All the members of the Committee were present at the meeting.

7. General Body Meetings: Location and time, where last three Annual General Meetings (AGM) held:

Financial year Time Date Location Special resolutions passed

2013-14 11.00 a.m. 30th September,

2014

D-7/1, MIDC,

Lote Parshuram,

Taluka Khed,

District Ratnagiri.

Adoption of new set of Article of Association of the Company.

Authority to the Board of Directors to borrow money, whether

secured or unsecured, exceeding aggregate of the paid up capital

and free reserves subject to maximum limit of C100 Crores.

Authority to the Board of Directors to create mortgages / charges

/ hypothecation on all or any of the immovable and/or movable

assets of the Company, both present and future upto an amount

as approved by the shareholders of the company under section

180(1)(c) of the Companies Act, 2013.

2014-15 11.00 a.m. 29th September,

2015

D-7/1, MI.D.C.,

Lote Parshuram,

Taluka Khed,

District Ratnagiri.

Alteration in Capital Clause V of Memorandum of Association of the

Company.

2015-16 11.00 a.m. 30th September,

2016

D-7/1, MI.D.C.,

Lote Parshuram,

Taluka Khed,

District Ratnagiri.

No special resolution was passed

No Extra Ordinary General Meeting of the Company was held during the year under review.

None of the businesses proposed to be transacted in the ensuing Annual General Meeting require passing a Special Resolution through

Postal Ballot.

Annual Report I 47

8. Means of Communication:The Company’s has published its quarterly/half yearly/Annual results

in newspaper i.e. Business Standard, The Asian Age, Daily Sagar.

Website: The Company’s website (www.kesarpetroproducts.com)

contains a separate dedicated section ‘Investor Relations’ where

shareholders’ information is available. The Company’s Annual Report

is also available in a user-friendly and downloadable form.

New releases, presentations, among others: All Corporate

Announcements made to the Stock Exchanges during the year

2016-17 will be made available on the website of the Company.

During the year 2016-17, the Company has not made any

presentations to institutional investors or analysts.

9. General Shareholder Information:a. Annual General Meeting: Thursday, 28th day of September,

2017 at 11.00 A.M. at D-7/1, M.I.D.C., LoteParshuram, TalukaKhed,

District Ratnagiri, Maharashtra.

b. Financial Year : 1st April to March 31st

c. Date of Book Closure : 23rd day of September, 2017 to 28th day

of September, 2017 (both days inclusive)

d. Cut-off date for remote e-voting: The remote e-voting / voting

rights of the shareholders / beneficial owners shall be reckoned

on the equity shares held by them as on the Cut-off Date i.e.

23rd day of September, 2017.

e. Dividend Payment Date: N.A.

f. Listing Fees: The Company has paid the listing fees for the year

2017 – 18 to the stock exchange where the shares are listed.

g. Stock Code: BSE: 524174; ISIN: INE133C01033

h. Stock Market Price Data And Performance Comparison With BSE

Sensex:

The monthly high/low of market price of shares traded on the BSE Limited and performance comparison with BSE Sensex, Mumbai are as follows:

Month Stock Open Price Stock High Price Stock Close Price Sensex Close

April-16 42.5 45 41.25 25606.62

May-16 40 46.85 42.6 26667.96

June-16 40.6 44.8 42.95 26999.72

July-16 43.5 43.95 40.75 28051.86

August-16 39.1 53.4 48.15 28452.17

September-16 48.15 53 46.9 27865.96

October-16 46.65 51.5 48.55 27930.21

November-16 46.3 53 39.95 26652.81

December-16 40 50 42.5 26626.46

January-17 41.25 54.9 48.55 27655.96

February-17 48.5 55.75 45.9 28743.32

March-17 46.1 46.1 43.8 29620.5

4948.5

4847.5

4746.5

4645.5

4544.5

4443.5

4342.5

4241.5

4140.5

4039.5

39Apr-16

Kesar Petroproducts Limited Sensex

May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17

3000029700294002910028800285002820027900276002730027000267002640026100258002550025200249002460024300240002370023400


i. Trading of Securities: The securities of the Company are not suspended from trading during the year 2016-17.

j. Registrar and Share Transfer Agents: Link Intime India Private Limited

C-101, 247 Park, L.B.S Marg,

Vikroli (West), Mumbai 400083

Tel: +91 22 49186000

Fax: +91 22 49186060


k. Share Transfer System: All shares sent or transferred in physical form are registered by the Registrar and Share Transfer Agent (RTA) within 15 days of the

lodgment, if documents, are found in order. Shares under objection are returned within two weeks. All requests for dematerialization

of shares processed and the confirmation is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and

Central Depository Services Limited (CDSL) within 21 days.

I. Distribution of Shareholding as at 31st March, 2017:

Shareholding of Nominal Shares Shareholder Percentage of Total Total shares Percentage of Total

1-500 24751 98.3236 1024270 1.0595

501-1000 223 0.8859 174944 0.1810

1001-2000 68 0.2701 100465 0.1039

2001-3000 26 0.1033 65208 0.0675

3001-4000 10 0.0397 36882 0.0382

4001-5000 16 0.0636 75840 0.0784

5001-10000 17 0.0675 128016 0.1324

10001 and above 62 0.2463 95067545 98.3391

Total 25173 100 96673170 100

m. Dematerialization of Shares: As on 31st March, 2017, 94.31% of the total shares of the

Company were in dematerialized form.

n. Convertible instruments: On 7th April, 2016, the Company issued and allotted 40,00,000

Equity Shares of Re. 1/- each upon conversion of 4,00,000

warrants.

The Company has no convertible securities outstanding as on

31st March, 2017.

The Company has not issued any ADRs, GDRs, or any other

convertible instruments during the financial year ended 31st

March, 2017.

o. Commodity Price risk or foreign exchange risk and hedging activities:

The Company did not engage in Commodity, foreign exchange

risk and hedging activities during the year.

p. Plant Location: D-7/1, M.I.D.C., LoteParshuram, TalukaKhed, District Ratnagiri,

Maharashtra.

q. Regd. Office &Address for Investors’ Correspondence: Kesar Petroproducts Limited, D-7/1,MIDC Lote Parshuram, Taluka Khed, Ratnagiri-415722

Phone : 02356-272339

Email : [email protected]

Website: www.kesarpetroproducts.com

Link Intime India Private Limited C-101, 247 Park, L.B.S Marg, Vikroli (West), Mumbai 400083

Tel: +91 22 49186000

Fax: +91 22 49186060


9. Disclosures:a) Related party transactions: During the year under review, there were no material transactions

with related parties. The policy on dealing with Related Party

Transaction will be made available on Company’s website at

www.kesarpetroproducts.com under Investor Relation Section.

b) Compliance by the Company: The Company has complied with all the requirements of

listing agreement and SEBI (Listing Obligation and Disclosure

Annual Report I 49

Requirement) Regulations, 2015 entered into with the Stock

Exchange. There were no penalties or strictures imposed on

the Company by the Stock Exchange, SEBI or other statutory

authorities for non-compliances of any matter related with

capital market during the last three years except as disclosed

hereunder:

The SEBI has vide its order no. WTM/PS/134/CFD/Jan/2016 dated

11th January, 2016 confirmed its order dated 4th June, 2013

freezing the voting rights and corporate benefits like dividend,

rights, bonus shares, split etc. of the promoter / promoter group

with respect to excess of proportionate promoter / promoter

group shareholding in non-compliance of said regulations

till such time it complies with minimum public shareholding

requirement. The aforesaid orders were for non-compliance

of Regulations 19(2)(b) and 19A of the Securities Contracts

(Regulation) Rules, 1957 read with Clause 40A of the Listing

Agreement with respect to minimum public shareholding by

the Company.

The Company had filed a petition against the said SEBI order

before the Securities Appellate Tribunal (SAT). SAT has disposed

off the appeal permitting the Company to make representation

to SEBI setting out the mode and manner in which the minimum

public shareholding requirement has been achieved. The

Company has represented the matter to SEBI and the matter is

pending.

c) Whistle-Blower Policy/Vigil Mechanism and affirmation that no personnel have been denied access to the Audit Committee:

The Company has established a mechanism for employees to

report concerns about unethical behavior, actual or suspected

fraud, or violation of code of conduct or ethics policy. The

mechanism also provides for adequate safeguards against

victimization of employees who avail of the mechanism and

also provide for direct access to the Chairman of the Audit

Committee in the exceptional cases. We affirm that during the

financial year 2016-17, no employee was denied access to the

Audit Committee.

d) Details of Compliance with mandatory requirements and adoption of non mandatory requirements:

The Company has complied with all mandatory requirements

of Regulation 27 of SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015. The Details of these

compliances along with the non-mandatory requirements

adopted by the Company have been given in the relevant

section of this report.

e) Material Subsidiaries: The Company does not have any subsidiary.

f ) Disclosure of commodity price risks and commodity hedging activities:

The Company does not deal in commodity price risks and

commodity hedging activities .

10. Compliance of the requirement of Corporate Governance Report:The Company has complied with the requirements of Corporate

Governance Report of sub paras (2) to (10) of the Point C of

Schedule V of SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015.

11. Discretionary Requirements as specified in Part E of Schedule II:The Company has adopted following non-mandatory requirements

of Regulation 27 and Part E of Schedule II of SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015:

(a) Audit Qualification – The Company is in the regime of unqualified

financial statements.

(b) Reporting of Internal Auditor – The Internal Auditor directly

reports to the Audit Committee.

12. Disclosure of the Compliance with Corporate GovernanceThe Company has complied with the Regulations 17 to 20, 22, 23,

25 to 27 and Clauses (b) and (i) sub-regulations 46 of SEBI (Listing

Obligations & Disclosure Requirements) Regulations, 2015 during

the year 2016-17, whenever applicable. Regulations 21 and 24 of

SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015 are not applicable to the Company.

13. Disclosure of Accounting treatment:In the preparation of the financial statement, the Company has

followed accounting standards issued by Institute of the Chartered

Accountants of India to the extent applicable.

14. Related Party Disclosures:The disclosures as required by Accounting Standard (AS-18) on

“Related Party” are given in appended financial statements under

notes to accounts.

15. Disclosure with respect to demat suspense account/unclaimed suspense account:The Company does not have any of its securities lying in demat/

unclaimed suspense account arising out of public/bonus/right

issues as at 31st March, 2017. Hence, the particulars relating to

aggregate number of shareholders and the outstanding securities in

suspense account and other related matters does not arise.

16. Compliance Certificate by Auditors:The Company has obtained a certificate from the Statutory Auditors

regarding compliance of conditions of Corporate Governance as

stipulated in Regulation 27 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, which is annexed herewith and

forming part of Annual Report.

17. Compliance Certificate for Code of Conduct:The declaration by Executive Director affirming compliance of Board

and Senior Management Personnel to the Code is also annexed

herewith and forming part of Annual Report as per Schedule V of

SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015.


ANNEXURE ‘VII’ TO THE BOARD’S REPORT

CODE OF CONDUCT

Declaration – Code of Conduct

As per the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board Members and

the Senior Management Personnel have confirmed compliance with the Code of Conduct during the year ended 31st March, 2017.


Mohit P. Kaushik Executive Director& CEO



Annual Report I 51

ANNEXURE ‘VIII’ TO THE BOARD’S REPORT

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Kesar Petroproducts Limited.

I have conducted the secretarial audit of the compliance of applicable

statutory provisions and the adherence to good corporate practices

by Kesar Petroproducts Limited (hereinafter called the Company).

Secretarial Audit was conducted in a manner that provided me a

reasonable basis for evaluating the corporate conducts/statutory

compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute

books, forms and returns filed and other records maintained by the

Company and also the information provided by the Company, its

officers, agents and authorized representatives during the conduct

of secretarial audit, I hereby report that in my opinion, the Company

has, during the audit period covering the financial year ended on

31st March, 2017 complied with the statutory provisions listed

hereunder and also that the Company has proper Board-processes

and compliance- mechanism in place to the extent, in the manner

and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns

filed and other records maintained by the Company for the financial

year ended on 31st March, 2017 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made

thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the

rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws

framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules

and regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct Investment and External

Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the

Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of

Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital

and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee

Stock Option Scheme and Employee Stock Purchase

Scheme) Guidelines, 1999; - Not Applicable

(e) The Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulations, 2008; - Not

Applicable

(f ) The Securities and Exchange Board of India (Registrars

to an Issue and Share Transfer Agents) Regulations, 1993

regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of

Equity Shares) Regulations, 2009; - Not Applicable and

(h) The Securities and Exchange Board of India (Buyback of

Securities) Regulations, 1998;- Not Applicable

(i) As informed and certified by the management the

following are the laws applicable specifically to the

Company as per its business activity:

Factories Act, 1948;

Industrial Disputes Act, 1947;

The Minimum Wages Act, 1948;

Boiler Act 1923 and Maharashtra Boiler Rules, 1962

The Industrial Employment (Standing Order) Act, 1946;

The Child Labour (Prohibition and Regulation) Act, 1986;

The Maternity Benefit Act, 1961;

The Environment (Protection) Act, 1986;

Water (Prevention and Control of Pollution) Act, 1974;

Air (Prevention and Control of Pollution) Act, 1981;

Hazardous Wastes (Management, Handling and

Transboundary Movement) Rules, 2008

The Employees Provident Fund & Miscellaneous

Provisions Act, 1952;

The Payment of Gratuity Act, 1972;

The Payment of Bonus Act, 1965;

The Central Sales Tax Act, 1956 & other applicable state

Sales Tax Acts;

The Professional Tax Act, 1975;

The Income Tax Act, 1961;

The Finance Act, 1994 (Service Tax);


Central Excise and Customs Act;

Standard of Weight And Measures Act, 1976;

Essential Commodities Act, 1955;

Explosive Act 1884;

Explosive Substance Act, 1908;

The Sexual Harassment of Women at Workplace

(Prevention, Prohibition & Redressal) Act, 2013;

Maharashtra Shops and Establishments Act,1948.

I have also examined compliance with the applicable clauses of the

following:

(i) Secretarial Standards issued by The Institute of Company

Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015. Attention

is drawn towards Form MGT-9 Point IV(ii) regarding promoter

shareholding.

During the period under review, the Company has generally

complied with the provisions of the Act, Rules, Regulations,

Guidelines, etc. mentioned above, except below:

1. M/s Sayeed Khan & Co,the Statutory Auditors of the

Company for the period under review, has not subjected

themselves to the peer review process prescribed by the

Institute of Chartered Accountants of India and do not

hold a valid certificate issued by the Peer Review Board of

the Institute of Chartered Accountants of India as required

under Regulation 33(1)(d) of The Securities and Exchange

Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

2. Form IEPF-2 for Statement of unclaimed and unpaid

amounts of dividend was not filed within stipulated time

period.

3. Consequent upon change in the Registrar and Share

Transfer Agent, the tripartite agreement for connectivity

from NSDL is yet to be received.

4. Investor complaint report to be filed under Regulation13(3)

of the SEBI (Listing Obligation and Disclosure

Requirements), Regulations, 2015 for quarter ended 30th

September, 2016 was not filed.

I further report that

The Board of Directors of the Company is duly constituted with

proper balance of Executive Directors, Non-Executive Directors

and Independent Directors. The changes in the composition of the

Board of Directors that took place during the period under review

were carried out in compliance with the provisions of the Act.

Adequate notices are given to all directors to schedule the Board

Meetings, agenda and detailed notes on agenda were sent at least

seven days in advance, and a system exists for seeking and obtaining

further information and clarifications on the agenda items before

the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’

views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in

the company commensurate with the size and operations of the

company to monitor and ensure compliance with applicable laws,

rules, regulations and guidelines.

Note: Please report specific observations / qualification, reservation

or adverse remarks in respect of the Board Structures/system and

processes relating to the Audit period.

I further report that during the audit period the company has issued

and allotted 40,00,000 Equity Shares of Re.1/- each upon conversion

of 20,00,000 warrants on 7th April, 2016 on preferential basis. The paid

up capital of the Company as on 31st March, 2017 is C9,66,73,170/-

(Rupees Nine Crores Sixty Six Lakhs Seventy Three Thousand One

Hundred and Seventy only) divided into 9,66,73,170 Equity Shares

of Re.1/- each fully paid. The aforesaid Equity Shares were admitted

to dealings on the Platform of Bombay Stock Exchange Limited with

effect from 31st May, 2016.

For M/s. Mahesh Kandoi& Associates Company Secretary

Mahesh Kandoi Proprietor

Place : Mumbai Membership No: ACS 4506

Date : 14th August, 2017 COP:16150

Note : This report is to be read with our letter of even date that is annexed as Annexure I and forms an integral part of this report.

Annual Report I 53

‘Annexure I’ to Secretarial Audit Report

To,

The Members,

Kesar Petroproducts Limited.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of management of the Company. Our responsibility is to express an opinion on

these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the

contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records.

We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and

happening of events, etc.

5. The compliance of the provisions of corporate and other applicable laws, rules and regulations, standards is the responsibility of the

management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with

which the management has conducted the affairs of the Company.

For M/s. Mahesh Kandoi& Associates Company Secretary

Mahesh Kandoi Proprietor

Place : Mumbai Membership No: ACS 4506

Date : 14th August, 2017 COP:16150


ANNEXURE ‘IX’ TO THE BOARD’S REPORT

AUDITORS’ CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To,

The Members of Kesar Petroproducts Limited,

We have examined the compliance of the conditions of Corporate Governance by Kesar Petroproducts Limited (‘The Company’), for the year

ended on March 31, 2007, as stipulated in:

Regulations 17 to 27 and clauses (b) to (i) of regulation 46 (2) and paragraphs C, D and E of Schedule V of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 for the year.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to a review

of the procedures and implementation there of adopted by the Company for ensuring the compliance of the conditions of Corporate

Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We have examined the relevant records of the Company in accordance with the Generally Accepted Auditing Standards in India, to the extent

relevant and as per the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accounts of India.

In our opinion and to the best of our information and according to the explanations given to us and based on the representations made by

Directors and the Management we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the

above-mentioned Listing Regulations, as applicable during the year ended March 31,2017.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness

with which the management has conducted the affairs of the Company.

For SAYEED KHAN & ASSOCIATES Chartered Accountants

FRN:125227W

SAYEED KHAN Proprietor

M.No.117114

Place: Mumbai


Annual Report I 55


Independent Auditor’s Report

To

The Members of

KESAR PETROPRODUCTS LIMITED

Report on the Financial StatementsWe have audited the accompanying financial statements of KESAR

PETROPRODUCTS LIMITED, which comprise the Balance Sheet

as at 31st March, 2017, the Statement of Profit and Loss and the

Cash Flow Statement for the year then ended, and a summary of

significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters in

section 134(5) of the Companies Act, 2013 (“the Act”) with respect

to the preparation of these financial statements that give a true and

fair view of the financial position, financial performance and cash

flows of the Company in accordance with the accounting principles

generally accepted in India, including the Indian Accounting

Standards (Ind AS) specified under section 133 of the Act, read

with the Companies (Indian Accounting Standards) Rules, 2015,

as amended. This responsibility also includes the maintenance of

adequate accounting records in accordance with the provision

of the Act for safeguarding of the assets of the Company and

for preventing and detecting the frauds and other irregularities;

selection and application of appropriate accounting policies;

making judgments and estimates that are reasonable and prudent;

and design, implementation and maintenance of internal financial

control, that were operating effectively for ensuring the accuracy

and completeness of the accounting records, relevant to the

preparation and presentation of the financial statements that give a

true and fair view and are free from material misstatement, whether

due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial

statements based on our audit.

We have taken into account the provisions of the Act, the

accounting and auditing standards and matters which are required

to be included in the audit report under the provisions of the Act

and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial

statements in accordance with the Standards on Auditing, issued by

the Institute of Chartered Accountants of India, as specified under

Section 143(10) of the Act. Those Standards require that we comply

with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether the financial statements are

free from material misstatement.

An audit involves performing procedures to obtain audit evidence

about the amounts and disclosures in the financial statements. The

procedures selected depend on the auditor’s judgment, including

the assessment of the risks of material misstatement of the standalone

Ind AS financial statements, whether due to fraud or error. In making

those risk assessments, the auditor considers internal financial

control relevant to the Company’s preparation of the standalone Ind

AS financial statements that give true and fair view in order to design

audit procedures that are appropriate in the circumstances. An audit

also includes evaluating the appropriateness of accounting policies

used and the reasonableness of the accounting estimates made by

Company’s Directors, as well as evaluating the overall presentation

of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinion on the

financial statements.

OpinionIn our opinion and to the best of our information and according

to the explanations given to us, the standalone Ind AS financial

statements give the information required by the Act in the manner

so required and give a true and fair view in conformity with the

accounting principles generally accepted in India, of the state of

affairs of the Company as at 31 March 2017, its profit including other

comprehensive income, its cash flows and the changes in equity for

the year ended on that date.

Report on other Legal and Regulatory RequirementsAs required by the Companies (Auditors’ Report) Order, 2016 ( “the

Order”) issued by the Central Government of India in term of sub‐

section (11) of section 143 of the Companies Act, 2013. We give in

the Annexure A, statement on the matters specified in paragraphs

3 and 4 of the Order.

As required by section 143(3) of the Act, we report that:a) We have sought and obtained all the information and

explanations which to the best of our knowledge and belief

were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law

have been kept by the Company so far as appears from our

examination of those books.

c) the Balance Sheet, the Statement of Profit and Loss and Cash

Flow Statement dealt with by this Report are in agreement with

the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial

statements comply with the Accounting Standards specified

under Section 133 of the Act, read with Companies (Indian

Accounting Standards) Rules, 2015, as amended;

e) On the basis of written representations received from the

directors as on 31st March, 2017, taken on record by the Board

of Directors, none of the directors is disqualified as on 31st

March, 2017, from being appointed as a director in terms of

Section 164(2) of the Act.

Annual Report I 57

f ) With respect to the adequacy of the internal financial controls

over financial reporting of the company and the operating

effectiveness of such controls, refer to our separate report in

‘Annexure B’.

g) With respect to the other matters to be included in the

Auditor’s Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014, in our opinion and to the best

of our information and according to the explanations given to

us:

i. The Company does not have any pending litigation with

any authorities; hence there exists no reportable impact

upon its financial position in its standalone Ind AS financial

statements;

ii. The Company has made provision, as required under

the applicable law or accounting standards, for material

foreseeable losses, if any, on long-term contracts including

derivative contracts;

iii. There has been no delay in transferring amounts, required

to be transferred, to the Investor Education and Protection

Fund by the Company; and

iv. The Company has provided requisite disclosures in Note

29 to these standalone Ind AS financial statements as to

the holding of Specified Bank Notes on 8 November 2016

and 30 December 2016 as well as dealings in Specified

Bank Notes during the period from 8 November 2016 to

30 December 2016. Based on our audit procedures and

relying on the management representation regarding

the holding and nature of cash transactions, including

Specified Bank Notes, we report that these disclosures are

in accordance with the books of accounts maintained by

the Company and as produced to us by the Management.

For SAYEED KHAN & ASSOCIATESChartered Accountants

Firm Regd. No.125227W

SAYEED KHANPLACE: MUMBAI Proprietor

Dated : 30/05/2017 M.No.117114


Annexure A to the Independent Auditors’ Report

The Annexure referred to in our Independent Auditor’s Report to the members of the Company on the financial statements for the year ended 31 March 2017, we report that:

On the basis of such checks as considered appropriate and in terms

of the information and explanations given to us, we state as under:-

(i) (a) The company has maintained proper records showing full

particulars, including quantitative details and situation of

fixed assets.

(b) The company has a regular program of physical verification

of its fixed assets by which all fixed assets are verified in

a phased manner. In our opinion physical verification is

reasonable, having regards to the size of the company

and nature of its assets. No material discrepancies were

noticed on such verification.

(c) According to the information and explanations given by

the management, the title deeds of immovable properties

included in property, plant and equipment are held in the

name of the Company.

(ii) The inventory, except goods-in-transit, has been physically

verified by the management during the year and the

discrepancies noticed on such verification between the

physical stock and the book records were not material. In our

opinion, the frequency of such verification is reasonable.

(iii) According to the information and explanations given to us, the

Company has not granted any loans, secured or unsecured to

companies, firms, Limited Liability Partnerships or other parties

covered in the register maintained under section 189 of the

Companies Act, 2013. Accordingly, the provisions of clause 3 (iii)

(a), (b) and (c) of the Order are not applicable to the Company

and hence not commented upon.

(iv) In our opinion and according to the information and

explanations given to us, the Company does not have any

transactions to which the provisions of Section 185 apply. The

Company has complied with the provisions of Section 186 of

the Act, with respect to the loans, investments, guarantees and

security.

(v) The company has not accepted any deposits from public.

(vi) We have reviewed the books of account maintained by the

Company pursuant to the rules prescribed by the Central

Government for maintenance of cost records u/s 148(1) of the

Companies Act, 2013 in relation to products manufactured and

are of the opinion that prima facie, the prescribed accounts

and records have been made and maintained. We have not,

however made a detailed examination of the records.

(vii) (a) The Company is regular in depositing with appropriate

authorities undisputed statutory dues including provident

fund, employees’ state insurance, income-tax, sales-tax,

service tax, duty of custom, duty of excise, value added

tax, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us,

no undisputed amounts payable in respect of provident

fund, employees’ state insurance, income-tax, service tax,

sales-tax, duty of custom, duty of excise, value added tax,

cess and other material statutory dues were outstanding,

at the year end, for a period of more than six months from

the date they became payable.

(c) According to the records of the Company, no dues of

income-tax, sales-tax, service tax, duty of custom, duty of

excise, value added tax and cess on account of any dispute

are unpaid.

(viii) In our opinion and according to the information and

explanations given by the management, the Company has not

defaulted in repayment of loans or borrowings to a bank or

government. There are no dues which are payable to financial

institutions. The Company did not have any debenture holders

during the year.

(ix) The Company did not raise any moneys by way of initial public

offer or further public offer (including debt instruments) during

the year. In our opinion and according to the information and

explanations given to us, the term loans taken by the Company

have been applied for the purposes for which they were raised.

(x) According to the information and explanations given to us,

no fraud by the Company or on the Company by its officers or

employees has been noticed or reported during the year.

(xi) According to the information and explanations give to us and

based on our examination of the records of the Company, the

Company has paid/provided for managerial remuneration

in accordance with the requisite approvals mandated by the

provisions of Section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and

explanations given to us, the Company is not a Nidhi company.

Annual Report I 59

(xiii) According to the information and explanations given to us

and based on our examination of the records of the Company,

transactions with the related parties are in compliance with

Sections 177 and 188 of the Act where applicable and details

of such transactions have been disclosed in the financial

statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and

based on our examination of the records of the Company, the

Company has not made any preferential allotment or private

placement of shares or fully or partly convertible debentures

during the year.

(xv) According to the information and explanations given to us

and based on our examination of the records of the Company,

the Company has not entered into non-cash transactions with

directors or persons connected with him.

(xvi) According to the information and explanations given to us, the

Company is not required to be registered under Section 45 IA

of the Reserve Bank ofIndia Act, 1934.




Dated : 30/05/2017 M.No.117114


Annexure B to the Independent Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of sub‐section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

We have audited the internal financial controls over financial

reporting of KESAR PETROPRODUCTS Ltd (‘the Company’) as of 31

March 2017 in conjunction with our audit of the standalone Ind AS

financial statements of the Company for the year ended on that

date.

Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and

maintaining internal financial controls based on the internal control

over financial reporting criteria established by the Company

considering the essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls over Financial

Reporting issued by the Institute of Chartered Accountants of India

(‘ICAI’). These responsibilities include the design, implementation

and maintenance of adequate internal financial controls that were

operating effectively for ensuring the orderly and efficient conduct

of its business, including adherence to the Company’s policies, the

safeguarding of its assets, the prevention and detection of frauds

and errors, the accuracy and completeness of the accounting

records, and the timely preparation of reliable financial information,

as required under the Companies Act, 2013.

Auditors’ ResponsibilityOur responsibility is to express an opinion on the Company’s internal

financial controls over financial reporting based on our audit. We

conducted our audit in accordance with the Guidance Note on

Audit of Internal Financial Controls over Financial Reporting (the

‘Guidance Note’) and the Standards on Auditing, issued by ICAI and

deemed to be prescribed under Section 143(10) of the Companies

Act, 2013, to the extent applicable to an audit of internal financial

controls, both applicable to an audit of Internal Financial Controls

and, both issued by the Institute of Chartered Accountants of India.

Those Standards and the Guidance Note require that we comply

with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether adequate internal financial

controls over financial reporting were established and maintained

and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence

about the adequacy of the internal financial controls system over

financial reporting and their operating effectiveness. Our audit

of internal financial controls over financial reporting included

obtaining an understanding of internal financial controls over

financial reporting, assessing the risk that a material weakness exists,

and testing and evaluating the design and operating effectiveness of

internal control based on the assessed risk. The procedures selected

depend on the auditors’ judgment, including the assessment of the

risks of material misstatement of the financial statements, whether

due to fraud or error.

We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinion on the

Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial ReportingA company’s internal financial control over financial reporting is a

process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally

accepted accounting principles. A company’s internal financial

control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the Company; (2) provide reasonable

assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures

of the Company are being made only in accordance with

authorizations of the Management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use, or disposition

of the Company’s assets that could have a material effect on the

standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over

financial reporting, including the possibility of collusion or improper

management override of controls, material misstatements due to

error or fraud may occur and not be detected. Also, projections

of any evaluation of the internal financial controls over financial

reporting to future periods are subject to the risk that the internal

financial control over financial reporting may become inadequate

because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Annual Report I 61

OpinionIn our opinion, the Company has, in all material respects, an adequate

internal financial controls system over financial reporting and such

internal financial controls over financial reporting were operating

effectively as at 31 March 2017, based on the internal control over

financial reporting criteria established by the Company considering

the essential components of internal control stated in the Guidance

Note on Audit of Internal Financial Controls Over Financial Reporting

issued by the Institute of Chartered Accountants of India.




Dated : 30/05/2017 M.No.117114


BALANCE SHEET AS AT 31 MARCH, 2017 : (CURRENCY : AMOUNT IN H)

Particulars Note No. As at 31 March, 2017 As at 31 March, 2016

EQUITY AND LIABILITIES

Shareholder's Funds

(a) Share Capital 1 96,673,170 92,673,170

(b) Reserves and Surplus 2 785,625,238 565,202,040

(c) Money Received Against Share Warrants - 882,298,408 - 657,875,210

Share Application Money Pending Allotment - 5,901,999

Non-Current Liabilites

(a) Long-Term Borrowings 3 46,511,336 94,382,130

(b) Deffered Tax Liabilites (Net) - 85,961

(c) Other Long Term Liabilites - -

(d) Long-Term Provisions - 46,511,336 - 94,468,091

Current liabilites

(a) Short-Term Borrowings - -

(b) Trade Payables 4 291,433,901 174,258,873

(c) Other Current Liabilites 5 3,709,620 2,263,017

(d) Short-Term Provisions 6 47,177,848 342,321,369 28,336,268 204,858,158

TOTAL Rs. 1,271,131,113 963,103,458

ASSETS

Non-Current Assets

(i) Property, Plant and Equipment Assets 7 394,655,056 358,528,182

(ii) Intangible Assets - -

(iii) Capital Work-In-Progress 390,501 -

(iv) Intangible Assets Under Development - -

(b) Non-Current Investments - -

(c) Deferred Tax Assets (Net) 327,325 -

(d) Long-Term Loans and Advances 8 176,124 -

(e) Other Non-Current Assets 9 272,584 395,821,590 363,443 358,891,625

Current Assets

(a) Current Investments 10 10,000,000 -

(b) Inventories 11 185,225,360 134,399,834

(c) Trade Receivables 12 288,969,891 142,650,504

(d) Cash and Cash Equivalents 13 54,100,824 65,412,563

(e) Short-Term Loans & Advances and Deposits 14 337,013,448 261,748,932

(f ) Other Current Assets 875,309,523 604,211,833.00

TOTAL Rs. 1,271,131,113 963,103,458.00

Significant Accounting Policies & Notes on Financial Statement 21-36

The accompanying Notes are an integral part of the financial statements

As per my report of even date

For Sayeed Khan & Associates For and on behalf of the Board of Directors


Firm Regn. No. :125227W

Sayeed Khan Mohit Kaushik Parambadi Nair

Proprietor Executive Director Company Secretary

Membership No. :117114 DIN No. : 06463483

Snehlata Sharma

Place: Mumbai Non - Executive Director Manali More

Dated : 30th May, 2017 DIN No. : 01854393 Chief Financial Officer

Annual Report I 63

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31 MARCH, 2017 : (CURRENCY : AMOUNT IN H)

ParticularHs Note No. As at 31 March, 2017 As at 31 March, 2016

INCOME:

Revenue from Operations 15 1,733,292,398 1,440,457,933

Other Income 16 11,008,816 4,393,599

Total Revenue 1,744,301,214 1,444,851,532

EXPENDITURE:

Cost of Materials Consumed 1,229,945,710 1,172,219,268

Changes in inventories of Finished Goods, 17 (50,825,526) (90,890,477)

Employee Benefits Expense 18 66,602,995 50,209,113

Finance Costs 19 6,134,359 1,312,309

Depreciation and Amortisation Expense 7 12,971,434 11,032,655

Other Expenses 20 225,809,830 153,587,741

Total Expense 1,490,638,802 1,297,470,609

Profit Before Tax 253,662,412 147,380,923

Tax Expense:

Current Tax 53,252,500 27,271,948

Deferred Tax 413,286 (52,839,214) 922,362 (26,349,586)

Profit for the year After Tax 200,823,198 121,031,337

Earnings Per Equity Share - Basic & Diluted 2.08 1.31

Significant Accounting Policies & Notes on Financial Statement 21-36

The accompanying Notes are an integral part of the financial statements








Snehlata Sharma




CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2017 : (CURRENCY : AMOUNT IN H)

Particulars Year ended 31 March, 2017

Year ended 31 March, 2016

A) CASH FLOW FROM OPERATING ACTIVITIES :

Net Profit Before Tax and Extra Ordinary Items 253,662,412.30 147,380,923.00

ADJUSTMENTS FOR :

Depreciation & Amortizations 12,971,434.00 11,032,655.00

Interests Paid 2,509,594.00 499,286.00

Other Non - Operating Income (11,008,816.00) (4,393,599.00)

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 258,134,624.30 154,519,265.00

ADJUSTMENTS FOR:

(Increase)/Decrease in Current Assets (282,409,429.00) (44,892,305.00)

Increase/(Decrease) in Current Liabilities 118,621,631.00 (189,860,062.00)

(Increase)/Decrease in Net Current Assets (163,787,798.00) (234,752,367.00)

Inocme Tax Paid (34,410,920.00) (19,884,998.00)

Cash Generated From Operations 59,935,906.30 (100,118,100.00)

NET CASH FROM OPERATING ACTIVITIES 59,935,906.30 (100,118,100.00)

B) CASH FLOW FROM INVESTING ACTIVITIES :

Additions to Fixed Assets (49,488,809.03) (64,083.00)

Increase/Decrease to Non- Current Assets 90,859.00 90,861.00

Interests Paid (2,509,594.00) (499,286.00)

Other Non - Operating Income 11,008,816.00 4,393,599.00

NET CASH USED IN INVESTING ACTIVITIES (40,898,728.03) 3,921,091.00

C) CASH FLOW FROM FINANCING ACTIVITIES :

Issuance of Shares 17,698,001 82,598,000.00

Increase/(Decrease) in Borrowings (47,870,794.00) 40,653,591.00

Share Application money Received - 5,901,999.00

(Increase)/Decrease in Advances (176,124.00)

NET CASH USED IN FINANCING ACTIVITIES (30,348,917.00) 129,153,590.00

NET INCREASE/DECREASE IN CASH & CASH EQUIVALENTS (11,311,738.73) 32,956,581.00

CASH & CASH EQUIVALENTS (OPENING BALANCE) 65,412,563.00 32,455,982.00

CASH & CASH EQUIVALENTS (CLOSING BALANCE) 54,100,824.27 65,412,563.00








Snehlata Sharma



Annual Report I 65

NOTE NO. 1 - SHARE CAPITAL: (CURRENCY : AMOUNT IN H)

Particulars As at 31 March, 2017

As at 31 March, 2016

AUTHORISED SHARE CAPITAL:

350000000 Equity shares of Rs. 1/- each. 350,000,000 350,000,000

(Previous Year 350000000 Equity shares of Rs.1/- each)

ISSUED, SUBSCRIBED & PAID UP

96673170 Equity Shares of Rs. 1/- Each

Fully paid up (Previous Year 92673170 Equity 96,673,170 92,673,170

Shares of Rs.1/- Each Fully Paid up)

Total 96,673,170 92,673,170

NOTE NO. 3 - LONG TERM BORROWING: (CURRENCY : AMOUNT IN H)



SECURED LOANS

Other Loans & Advances

a) Other Secured Loans 46,509,566 41,133,106

UNSECURED LOANS

Other Loans & Advances

a) Others 1,770 53,249,024

Total 46,511,336 94,382,130

NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017 :

NOTE NO. 2 - RESERVES AND SURPLUS : (CURRENCY : AMOUNT IN H)

Particulars As at 31 March, 2017 As at 31 March, 2016

Capital Subsidy from SICOM 3,000,000 3,000,000

Securities Premium 117,600,000 98,000,000

Profit & Loss Account

As per last Balance Sheet 183,545,780 62,514,444

Add/(Less): Deferred Tax Assets/Liabilities 413,286 922,362

183,959,066 63,436,806

Less: Provision for Taxation (53,252,500) (27,271,948)

130,706,566 36,164,858

Add: Profit for the year 253,662,412 384,368,978 147,380,922 183,545,780

Revaluation Reserves 280,656,260 280,656,260

Total 785,625,238 565,202,040


NOTE NO. 5 - OTHER CURRENT LIABILITIES: (CURRENCY : AMOUNT IN H)



Other Liabilities - 58,390

Unclaimed Dividend 601,601 601,601

Statutory Dues 3,108,019 1,603,026

Total 3,709,620 2,263,017


NOTE NO. 6 - SHORT TERM PROVISIONS: (CURRENCY : AMOUNT IN H)



Provision For Income Tax Previous Year - 1,064,320

Provision For Income Tax 47,177,848 27,271,948

Total 47,177,848 28,336,268

NOTE NO. 7 - PROPERTY, PLANT AND EQUIPMENT (AT COST) AS AT 31 MARCH, 2017: (CURRENCY : AMOUNT IN H)

Particulars Cost as at 01 April, 2016

Addition Balance as on 31 March, 2017

Up to 01 April, 2016

For the year

Up to 31 March, 2017



Building - Non Plant 32,176,620.00 - 32,176,620.00 2,214,314.40 507,694.30 2,722,008.70 29,454,611.30 29,962,305.60

Building - Plant 97,743,800.00 - 97,743,800.00 7,912,126.08 3,094,233.24 11,006,359.32 86,737,440.68 89,831,673.92

Factory & Office Equipment 264,349.00 2,621,116.00 2,885,465.00 245,561.69 40,126.59 285,688.28 2,599,776.72 18,787.31

Furniture, Fixture & Fittings 408,254.00 14,056,105.25 14,464,359.25 153,622.56 213,674.85 367,297.41 14,097,061.84 254,631.44

Land(Lease Hold) 154,708,800.00 - 154,708,800.00 13,014.00 - 13,014.00 154,695,786.00 154,695,786.00

Laptop 26,750.00 239,358.38 266,108.38 26,750.00 49,777.70 76,527.70 189,580.68 -

Plant & Machinery 115,000,000.00 24,004,731.40 139,004,731.40 31,707,151.85 8,050,781.48 39,757,933.33 99,246,798.07 83,292,848.15

Vehicles 734,315.00 8,176,997.00 8,911,312.00 262,165.14 1,015,145.84 1,277,310.98 7,634,001.02 472,149.86

TOTAL 401,062,888.00 49,098,308.03 450,161,196.03 42,534,705.72 12,971,434.00 55,506,139.72 394,655,056.00 358,528,182.28

NOTE NO. 4 - TRADE PAYABLES: (CURRENCY : AMOUNT IN H)



Micro,Small and Medium Enterprises - -

Others 291,433,901 174,258,873

Total 291,433,901 174,258,873

Annual Report I 67


NOTE NO. 8 - LONG TERM LOANS AND ADVANCES: (CURRENCY : AMOUNT IN H)



Other Loans & Advances 176,124 -

Total 176,124 -

NOTE NO. 9 - OTHER NON CURRENT ASSETS: (CURRENCY : AMOUNT IN H)



Unamortized Expenses 272,584 363,443

Total 272,584 363,443

NOTE NO. 10 - CURRENT INVESTMENT: (CURRENCY : AMOUNT IN H)



Others Current Investment 10,000,000 -

Total 10,000,000 -

NOTE NO. 11 - INVENTORIES: (CURRENCY : AMOUNT IN H)



(As per inventory cerified & valued by the management)

Raw Materials including Stores & Spares 185,225,360 134,399,834

Total 185,225,360 134,399,834

NOTE NO. 12 - TRADE RECEIVABLES: (CURRENCY : AMOUNT IN H)



Outstanding for more than 6 months from the due date 9,275,864 3,061,614

Outstanding for less than 6 months from the due date 279,694,027 139,588,890

Total 288,969,891 142,650,504

NOTE NO. 13 - CASH AND CASH EQUIVALENTS: (CURRENCY : AMOUNT IN H)



Balance with Banks in Current Accounts: 53,525,685 63,001,012

Cash on Hand 575,139 2,411,551

Total 54,100,824 65,412,563



NOTE NO. 14 - SHORT TERM LOANS AND ADVANCES: (CURRENCY : AMOUNT IN H)



Others Loans & Advances Recoverable 337,013,448 261,748,932

Total 337,013,448 261,748,932

NOTE NO. 15 - REVENUE FROM OPERATIONS: (CURRENCY : AMOUNT IN H)



Sale of products 1,601,709,248 1,436,227,611

Other Operating Revenues 131,583,150 4,230,322

Total 1,733,292,398 1,440,457,933

NOTE NO. 15.1 - PARTICULARS OF SALE OF PRODUCTS: (CURRENCY : AMOUNT IN H)



Local Sales (A) 1,471,925,582 1,384,545,457

Exports sales - Including Deemed Export "H" Form (B) 129,783,666 51,682,154

Total (A)+(B) 1,601,709,248 1,436,227,611

NOTE NO. 17 - CHANGES IN INVENTORIES OF FINISHED GOODS, STOCK IN PROCESS AND STOCK IN TRADE: (CURRENCY : AMOUNT IN H)



Opening Balance 134,399,834 43,509,356

Less : Closing Stock (185,225,360) (134,399,833)

Total (50,825,526) (90,890,477)

NOTE NO. 18 - EMPLOYEES BENEFITS EXPENSES: (CURRENCY : AMOUNT IN H)



Salaries & Wages 64,500,056 49,083,678

Staff Welfare 2,102,939 1,125,435

Total 66,602,995 50,209,113

NOTE NO. 16 - OTHER INCOME: (CURRENCY : AMOUNT IN H)



Discount Recd 1,553,975 -

Rent received 313,591 25,370

Interest Recd 7,913,966 4,368,229

Exchange Rate Fluctuation 1,227,284 -

Total 11,008,816 4,393,599

Annual Report I 69

NOTE NO. 19 - FINANCE COSTS: (CURRENCY : AMOUNT IN H)



Bank Charges 3,062,148 486,841

Interest on other Loan 2,509,594 499,286

Listing fees 562,617 211,400

License Charges - 114,782

Total 6,134,359 1,312,309

NOTE NO. 20 - OTHER EXPENSES: (CURRENCY : AMOUNT IN H)



Discount Allowed 8,367,201 13,152,968

Electricity & Water 79,001,114 54,513,891

Stores & Spares, Other Factory Expenses 6,333,589 32,674,525

Repairs & Maintenance 4,296,480 4,370,212

Fees, Subscriptions & Rates 190,550 792,376

Insurance 2,174,283 386,543

Interest on Delayed Payments of Statutory Dues 259,087 422,425

Printing & Stationery 983,250 456,392

Postage, Telephone & Telex 1,166,703 1,041,688

Travelling & Conveyance 3,261,896 3,024,033

Advertisement & Publicity 300,955 -

Legal & Professional Charges 14,555,600 6,459,329

Auditors Remuneration 65,000 70,000

Transport & Handling 38,497,238 19,005,378

Office Expenses 732,534 9,007,029

Exchange Rate Fluctuation - 1,153,834

Labour Charges 37,974,266 1,018,046

Security Charges 2,289,420 -

Selling & Distribution Costs 288,222 341,270

Registration Fees 98,700 -

AMC Charges 204,530 145,394

Computer Expenses 64,559 106,547

Petrol & Diesel Exp 3,814,730 2,335,597

Donation 257,412 233,314

Guest House Expenses 234,170 977,650

Loading & Unloading Charges 5,634,799 -

Motor Car Exps 630,972 1,014,837

Preliminery Expenses W/off 90,860 90,860

Service Charges 297,920 -

Provision for Corporate Social Responsibilty 1,561,787 464,000

Rate Difference 1,200,000 79,603

Rent Paid 5,058,680 250,000

Foreign Travel Expenses 3,145,249 -

Penalty on Taxes 156,784 -

Service Tax on Various Services 638,406 -

Sundry Expenses 1,489,004 -

Packing & Forwarding 493,880 -

Total 225,809,830 153,587,741




NOTE NO. 21 - CORPORATE INFORMATION & HISTORY:• KesarPetroproductsLimitedisaPublicCompanyincorporatedon1stJanuary,1990undertheProvisionsoftheCompaniesAct,1956.

• ThePrincipalBusinessoftheCompanyistomanufactureorganicchemicals-Bisphenol-A.

• TheRegisteredOfficeoftheCompanyissituatedatD-7/1,M.I.D.C.,LoteParshuram,Taluka–Khed,District–Ratnagiri–415722.

NOTE NO. 22 - SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of Preparation of Financial Statements:• TheCompanyislistedintheBombayStockExchangeLimited.TheNetWorthoftheCompanyason1stApril,2016wasRs.65.79

Crores and accordingly, Rule 4 of Companies (Indian Accounting Standards) Rules, 2015 is not applicable to the Company. In view

of this, the Indian Accounting Standards (Ind AS) are not applicable to the Company for the Financial Year 2016-17.

• TheseFinancialStatementsarepreparedinaccordancewiththeGenerallyAcceptedAccountingPrinciples,acceptedinIndiaunder

the Historical Cost Convention ignoring changes, if any, in the purchasing power of money and on accounting principles of going

concern.

• Allrevenuesandexpensesareaccountedonaccrualbasis.

• Accountingpoliciesnotspecificallyreferredtootherwiseareconsistentandareinconsonancewithgenerallyacceptedaccounting

principles.

• TheseFinancialStatementscomplyinallMaterialAspectswiththeapplicableProvisionsoftheCompaniesAct,2013.

(b) Use of Estimates:• ThepreparationoffinancialstatementsinconformitywithGenerallyAcceptedAccountingPrinciples(GAAP)requiresmanagement

to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent

liabilities as at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.

• Actualresultscoulddifferfromtheseestimates.Anyrevisionofaccountingestimatesisrecognizedprospectivelyincurrentand

future period.

(c) Revenue Recognition:• RevenueisrecognisedtotheextentthatitisprobablethattheeconomicbenefitswillflowtotheCompanyandtherevenuecan

be reliably measured, regardless of when the payment is being made.

• Revenueinrespectofsaleofproductsisrecognizedatthepointofdispatchtocustomers.

• Salescompriseofvalueofsaleofgoods(Netofreturns)excludingSalesTaxandExciseDuty.

• Revenueinrespectofinvestmentsisrecognizedasandwhentheseincomesareascertainedandquantified.

• IncomefromServicesisrecognizedasandwhentheservicesarerendered.

• Exportbenefitsarerecognizedintheprofitandlossaccountwhentherighttoreceivecreditasperthetermsoftheentitlementis

established in respect of exports made.

• Dividendincomeisrecognizedwhentherighttoreceivedividendisestablished.

• LeaseincomeunderoperatingleaseisrecognizedinProfitandLossAccountonthebasisofaccrualofincomeaspertermsofthe

agreement.

• InterestIncomeisrecognisedonthetimeproportionatebasis.

• ProfitonsaleofinvestmentsisrecordedontransferoftitlefromtheCompanyandisdeterminedasthedifferencebetweenthe

sales price and the then carrying value of the investment.

(d) Property, Plant and Equipment:• Property,plantandequipmentarestatedatcost,netofaccumulateddepreciationandaccumulatedimpairmentlosses,ifany.

• Capitalworkinprogressisstatedatcost.

• Costcomprisesthepurchasepriceandanyattributablecostofbringingassettoitsworkingconditionforitsintendeduseonly.

Annual Report I 71


• Suchcostincludesthecostofreplacingpartoftheplantandequipmentandborrowingcostsforlong-termconstructionprojects

if the recognition criteria are met. Subsequent expenditure related to an item of fixed asset is added to its book value only if it

increases the future benefits from the existing asset beyond its previously assessed standard of performance.

• Allrepairandmaintenancecostsarerecognisedinprofitorlossasincurred.

• Leaseholdland–amortisedonastraightlinebasisovertheperiodoftheleaserangingfrom95years–99years.

• Depreciationiscalculatedonastraight-linebasisusingtheratesarrivedatbasedontheusefullivesestimatedbythemanagement.

• The Company has used the following useful lives to provide depreciation on its fixed assets. The identified components are

depreciated over their useful lives, the remaining asset is depreciated over the life of the principal asset.

Asset Class Useful Life

Buildings–Plant 30 years

Buildings–NonPlant 60 years

Computers 3 years

Office Equipment 15 years

Furniture & Fixtures 10 years

Electrical Installations 10 years

Plant & Machinery 15 years

Motor Vehicles 8 years

• TheCompanyreviewstheusefullifeofproperty,plantandequipmentattheendofeachreportingperiod.Thisreassessmentmay

result in change in depreciation expense in future periods.

(e) Leases:

• Financelease: Assets taken by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership

are classified as finance lease. Such leases are capitalised at the inception of the lease at lower of the fair value or the present value

of the minimum lease payment and a liability is recognized for an equivalent amount. Each lease rental paid is allocated between

the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year.

• Operatinglease: Lease arrangements where the risks and rewards incidental to ownership of an assets substantially vest with the lessor, are

recognized as operating lease. Operating lease payment are recognized on a straight line term in the statement of profit and loss,

unless the lease agreement explicitly states that increase is on account of inflation.

(f ) Investments:• Longterminvestmentsarestatedatcost,lessprovisionforotherthantemporarydiminutioninvalue.Currentinvestments,except

for current maturities of long term investments are stated at the lower of cost and fair value.

(g) Current versus Non-Current Classification: The Company presents assets and liabilities in the balance sheet based on current / non-current classification.

An asset is treated as current when it is:

• Expectedtoberealisedorintendedtobesoldorconsumedinnormaloperatingcycle

• Heldprimarilyforthepurposeoftrading.

• Expectedtoberealisedwithintwelvemonthsafterthereportingperiod,or

• Cashorcashequivalentunlessrestrictedfrombeingexchangedorusedtosettlea liabilityforat leasttwelvemonthsafterthe

reporting period.

All other assets are classified as non-current.



A liability is current when:• Itisexpectedtobesettledinnormaloperatingcycle.

• Itisheldprimarilyforthepurposeoftrading.

• Itisduetobesettledwithintwelvemonthsafterthereportingperiod,or

• Thereisnounconditionalrighttodeferthesettlementoftheliabilityforatleasttwelvemonthsafterthereportingperiod.

The Company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

• Theoperatingcycleisthetimebetweentheacquisitionofassetsforprocessingandtheirrealisationincashandcashequivalents.

The Company has identified twelve months as its operating cycle.

(h) Inventories:• Rawmaterialsincludingconsumablesandstores&sparesarevaluedatcost.ThecostdeterminedonthebasisofFIFOmethod.

• Work-in-progressandfinishedgoodsarevaluedatlowerofcostandnetrealizablevalue.Costincludesdirectmaterialsandlabour

and a proportion of manufacturing overheads based on normal operating capacity but excluding borrowing cost. Cost of finished

goods includes excise duty. Cost is determined on a weighted average basis.

• Tradedgoodsare valuedat lowerof cost andnet realizable value.Cost includes costofpurchaseandother costs incurred in

bringing the inventories to their present location and condition. Cost is determined on a weighted average basis.

• NetRealisableValueistheestimatedsellingpriceintheordinarycourseofbusiness,lessestimatedcostsofcompletionandthe

estimated costs necessary to make the sale.

(i) Provisions, Contingent Liabilities and Contingent Assets:• AprovisionisrecognizedwhentheCompanyhasapresentobligationasaresultofpastevent;itisprobablethatanoutflowof

resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted

to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These

are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

• Adisclosureforacontingentliabilityismadewhenthereisapossibleorpresentobligationthatmay,butprobablywillnotrequire

an outflow of resources. When there is a possible obligation in respect of which the likelihood of outflow of resources is remote, no

provision or disclosure is made.

(j) Borrowing Costs:• Borrowingcostsdirectlyattributabletotheacquisition,constructionorproductionofanassetthatnecessarilytakesasubstantial

period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are

expensed in the period in which they occur.

• Borrowingcostsconsistofinterestandothercoststhatanentityincursinconnectionwiththeborrowingoffunds.

• Borrowingcostalsoincludesexchangedifferencestotheextentregardedasanadjustmenttotheborrowingcosts.

(k) Research and Development Costs (Product Development):• RevenueExpenditureonResearchandDevelopmentischargedtotheProfitandLossAccountandCapitalExpenditureisaddedto

the cost of Fixed Assets.

(l) Foreign Exchange Transactions• Alltransactionsdenominatedinforeigncurrenciesaretranslatedattherateoftheexchangeonthedaythetransactionoccurs.

Assets & liabilities denominated in foreign currency are translated at the exchange rates ruling on the balance sheet date. Exchange

differences arising on foreign currency transactions are included in the profit & loss account.

• Theresultandcashflowsofoverseassubsidiaryandassociatedundertakingsandjointventuresaretranslatedataverageratesof

exchange for the year. The assets and liabilities of subsidiary undertakings and investment in associated undertaking and joint venture

Annual Report I 73


are translated at rates ruling on the balance sheet date .Exchange differences arising on translation of net investment in overseas

subsidiary and associated undertakings and joint ventures are dealt with through reserves, together with exchange difference on

the translation of foreign currency borrowings and forward foreign currency contracts used to hedge such investments.

(m) Employee Benefits:• ShortTermEmployeeBenefits

All employee benefits falling due wholly within twelve months of rendering the service are classified as short-term employee benefits.

The benefits like salaries, wages, short term compensated absences, encashment of leave etc. and the expected cost of bonus, ex-gratia

are recognized in the period in which the employee renders the related service.

• Post-EmploymentBenefits,LongTermbenefitsandTerminationBenefits: Gratuity liability under the Payment of Gratuity Act and encashment of leaves are accounted on cash basis, i.e. as and when paid.

(n) Segment Reporting:• BasedontheguidingprinciplesgiveninAccountingStandardson“SegmentReporting(AS-17)issuedbytheICAIandonthebasis

of Management Certification, the Company’s primary business segment is Chemicals.

• As theCompany’sbusinessactivity fallswithinasingleprimarybusinesssegment, thedisclosure requirementsofAS-17 in this

regard does not arise.

(o) Earnings Per Share:• InaccordancewithAccountingStandard–20“EarningperShare”,BasicEarningsperShare iscomputedbyusingtheweighted

average number of shares outstanding during the year.

• TheBasicEPSiscomputedbydividingthenetprofitattributabletotheequityshareholdersfortheyearbytheweightedaverage

number of equity shares outstanding during the year.

• DilutedEPSiscomputedusingtheweightedaveragenumberofequityanddilutiveequityequivalentsharesoutstandingduring

the year except where the results would be anti dilutive.

(p) Accounting For Income Tax• ProvisionforCurrentIncomeTaxismadeontheassessableincomeatthetaxrateapplicabletotherelevantassessmentyear.

• DeferredIncomeTaxesarerecognisedforfuturetaxconsequencesattributableto“timingdifference”betweenthedetermination

of income as per the financial statement and their recognition for tax purpose.

• TheDeferredTaxresultingfromsuch“timingdifference”isaccountedforusingtheTaxRates&Lawsthathavebeenenactedor

substantially enacted as on the date of balance sheet.

• DeferredTaxAssetsarerecognisedandcarriedforwardedonlytotheextentthatthereisareasonablecertaintythatsufficientfuture

taxable income will be available against which such deferred tax assets can be realised.

NOTE NO. 23:The figures of the previous years have been regrouped/rearranged wherever necessary and the figures are rounded off to the nearest rupee.

NOTE NO. 24:In the opinion of the board, unless otherwise stated in the Balance Sheet and schedules attached thereto, the current assets and loans and

advances as stated in the balance sheet are approximately of the value realizable in the ordinary course of business and provisions for all

known liabilities for the period have been made in the books of accounts of the company.

NOTE NO. 25: SECURED LOANS:

• OtherSecuredLoansincludes:(a) Loan from M/s. Malvika Harbopharma Pvt. Ltd. which is secured by a 1st charge upon all the Fixed Assets including the Housing

Colony.

(b) Loan from BMW India Financial Services Pvt. Ltd. which is secured by a 1st charge upon the BMW Motor Car owned by the Company.



NOTE NO. 26 - SALES TAX DEFERRAL SCHEME LIABILITY:• ThecompanyhasoptedforDeferralSchemeofSalesTaxliabilitywitheffectfrom01/07/2003.AccordinglythesalestaxliabilityofRs.

31.20 Lacs (Previous Year - Rs. 31.20 Lacs) shall be repayable after nine years in five equal annual installments.

NOTE NO. 27 - TRADE PAYABLE:• TheCompanyhasnot received the required information fromSuppliers regarding their statusunder theMicro,SmallandMedium

Enterprises Development Act 2006. Hence, disclosure relating to amounts unpaid as at the year end together with interest paid / payable

as required under the said Act have not been made.

NOTE NO. 28 - CASH AND CASH EQUIVALENTS:• Cashandcashequivalentsinthecashflowstatementcomprisecashatbankandinhandandshort-terminvestmentswithanoriginal

maturity of three months or less.

NOTE NO. 29 - PAYMENT TO AUDITORS: (CURRENCY : AMOUNT IN H)



Statutory Audit Fees 35,000 35,000

Tax Audit Fees 30,000 35,000

Total 65,000 70,000

(CURRENCY : AMOUNT IN H)

Particulars Specified Bank Notes (SBN)

Other Denomination Notes

Total

Closing cash in hand as on 08.11.2016 13,500/- 1,03,969/- 1,17,469/-

(+) Permitted receipts Nil 11,39,922 11,39,922

(-) Permitted payments Nil (10,98,717) (10,98,717)

(-) Amount deposited in Banks 13,500/- Nil (13,500)

Closing cash in hand as on 30.12.2016 Nil 1,45,174/- 1,45,174/-

NOTE NO. 30 - VALUE OF IMPORTS ON CIF BASIS: (CURRENCY : AMOUNT IN H)



Value of Imports on CIF Basis 9,87,93,603 10,70,18,152

Total 9,87,93,603 10,70,18,152

NOTE NO. 31 - EXPENDITURE IN FOREIGN CURRENCY: (CURRENCY : AMOUNT IN H)



Expenditure in Foreign Currency 10,19,38,852 Nil

Total 10,19,38,852 Nil

Details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016 is provided in table below:

Annual Report I 75

NOTE NO. 32 - EARNINGS IN FOREIGN CURRENCY: (CURRENCY : AMOUNT IN H)



Earnings in Foreign Currency 4,49,13,566 5,16,82,154

Total 4,49,13,566 5,16,82,154


NOTE NO. 33 - RELATED PARTY TRANSACTIONS:Disclosure regarding parties and transactions as required by AS - 18 issued by the Institute of Chartered Accountants of India are as under:-

(a) NAME OF RELATED PARTY AND THEIR RELATIONSHIP

(b) TRANSACTIONS WITH RELATED PARTY

a. Associate Company None.

b. Directors i) Mr. Nazirsaheb M. Sayyed

ii) Mr. Mohit Kaushik

iii) Mr. Kanayo D. Fatnani

iv) Mrs. Snehlata Sharma

c. Key Managerial Personnel i) Manali More

ii) AnilRajkotia–CompanySecretary&ComplianceOfficer

iii) P.M.Nair–CompanySecretary&ComplianceOfficer(Appointedw.e.f.01.06.16)

Sr. No.

Related Party Designation Amount Paid (Per Year)

1 Mohit Kaushik Executive Director 3,10,000

2 Manali More Chief Financial Officer 5,82,000

3 Anil Rajkotia Company Secretary 22,500

4 P. M. Nair Company Secretary 92,300

NOTE NO. 34 - EARNINGS PER SHARE: (CURRENCY : AMOUNT IN H)

Particulars Year ended 31 March



a. Profit/(Loss) after tax as per P&L Account 20,08,23,199 12,10,31,337

b. Number of Equity Shares of Rs. 1/- each (Previous Year , Number of Equity Shares

of Rs. 10/- each)

9,66,73,170 9,26,73,170

c. Basic EPS 2.08 1.31

d. Diluted EPS 2.08 1.25

e. Face Value per Equity Shares 1 1



NOTE NO. 35 - ACCOUNTING FOR TAXES: (CURRENCY : AMOUNT IN H)

Particulars Year ended 31 March

2016-17 2015-16

Deferred Tax Asset / (Liability) - Opening (0.80) (10.08)

Less: Deferred Tax Asset for the Year :

Depreciation as per Companies Act 129.71 110.00

Depreciation as per IT Act 117.77 11.94 79.00 30.00

Deferred Rate of Tax 4.13 9.20

Deferred Tax Asset / (Liability) - Closing 3.33 (0.80)








Snehlata Sharma




Registered Office: D-7/1, M.I.D.C., Lote Parshuram, Taluka - Khed, District - Ratnagiri - 415722

CIN: L23209PN1990PLC054829

ATTENDANCE SLIP

Please complete this attendance slip and hand it over at the entrance of the meeting hall.

I, hereby record my attendance at the 27th Annual General Meeting to be held on Thursday 28th September, 2017 at 11.00 A.M. at the

Registered Office of the Company at D-7/1, M.I.D.C., Lote Parshuram, Taluka - Khed, District - Ratnagiri - 415722.

*DP ID : **FOLIO NO:

*CLIENT ID :

Name and Address of

Member / Proxy Holder

Number of shares held:

*To be filled by Shareholders holding shares in dematerialised form.

**To be filled by shareholder holding shares in physical form.

I certify that I am a member / proxy / authorized representative for the members of the Company.

Signature of the

Share Holder or Proxy


Registered Office: D-7/1, M.I.D.C., Lote Parshuram, Taluka - Khed, District - Ratnagiri - 415722

CIN: L23209PN1990PLC054829

FORM NO. MGT – 11 PROXY FORM

(Pursuant to section 105 (6) of the Companies Act, 2013 and Rule 19 (3)

of the Companies (Management and Administration) Rules, 2014

CIN: L23209PN1990PLC054829

Name of the Company: KESAR PETROPRODUCTS LIMITED

Registered Office: D-7/1,M.I.D.C.,LoteParshuram,Taluka–Khed,District–Ratnagiri–415722.

Name of the member(s)

Registered address

Email ID:

Folio No /

Client ID / DP ID:

I/We, being the member (s) of _________________ shares of the above named company, hereby appoint:

1. NameAddressEmail IdSignature Or failing him / her

2. NameAddressEmail IdSignature Or failing him / her

3. NameAddressEmail IdSignature

as my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 27th Annual General Meeting to be held on Thursday

28th September, 2017 at 11.00 A.M. at the Registered Office of the Company at D-7/1, M.I.D.C., Lote Parshuram, Taluka - Khed, District -

Ratnagiri - 415722 and at any adjournment thereof in respect of such resolutions as indicated below:

Sr. No. Resolution For AgainstOrdinary Business:1. Adoption of Audited Financial Statement for the year ended 31st March, 2017 along with report of Board

and Auditors thereon.2 To appoint a Director in place of Mr. Mohit P. Kaushik, who retires by rotation and being eligible offers

himself for re-appointment.3 Appointment of M/s A. Sachdev Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company

and to fix their remuneration.Special Business:4 To approve the appointment of Mr. K. D. Fatnani as Director of the Company.

Signed this ____________________day of _________________ 2017.

Signature of member : ______________________________________

Signature of Proxy Holder (s): _________________________________

NOTE: The Proxy Form in order to be effective should be duly completed, signed and deposited at the Registered Office of the Company not

less than 48 before the commencement of the Annual General Meeting.

Affix H1/-

revenue

stamp

Kesar Petroproducts Limited Registered Office: D 7/1, MIDC Industrial Area,

Lote Parshuram, Taluka Khed, District Ratnagiri, Maharashtra, India

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